UC-NRLF 


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BERKElHt 

LIBRARY 


Big 
Business 

Economic  Power  in  a  Free  Society 


Big 
Business 

Economic  Power  in  a  Free  Society 


Advisory  Editor 
LEON  STEIN 

Editorial  Board 
Stuart  Bruchey 
Thomas  C.  Cochran 


A  NOTE  ABOUT  THIS  BOOK 

Three  lectures  delivered  at  the  University  of  Michigan  by  its  Professor  of  the  Law 
of  Torts  and  Private  Corporations.  This  book  summarizes  the  history  of  the 
formation  of  the  corporation;  inventories  its  plants  and  products;  analyzes  its 
management  practices,  legal  foundations,  financial  structure;  and  tries  to  define 
its  pricing  policies,  methods  of  expansion  and  labor  policy.  All  of  this,  along 
with  perceptive  thumbnail  sketches  of  Morgan,  Carnegie,  Schwab  and  Gary 
provides  the  reader  with  an  insider's  view  by  means  of  scrupulous  examination 
of  company  documents. 


A  STUDY 


OF   THE 


United  States 
Steel  Corporation 


IN     ITS 


INDUSTRIAL  AND  LEGAL  ASPECTS 


BY 


HORACE  L.  WILGUS 


m 


ARNO  PRESS 

A  New  York  Times  Company 
New  York  /    1973 


Reprint  Edition  1973  by  Amo  Press  Inc. 

Reprinted  from  a  copy  in  The  Newark  Public  Library 

BIG  BUSINESS:  Economic  Power  in  a  Free  Society 

ISBN  for  complete  set:  0-405-05070-4 

See  last  pages  of  this  volume  for  titles. 

Manufactured  in  the  United  States  of  America 


Library  of  Congress  Cataloging  in  Publication  Data 

Wilgus,  Horace  La  Fayette,  1859-1935. 

A  study  of  the  United  States  Steel  Gorporation  in  its 
industrial  and  legal  aspects. 

(Big  business:   economic  power  in  a  free  society) 
Reprint  of  the  ed.  published  by  Callaghan,  Chicago o 
1.   United  States  Steel  Corporation.   2.   Corporation 

law — United  States.   3.   Trusts,  Industrial — United 

States — Law.   I,   Title.   II.   Series. 

KF1890.S7W5  1973       343 '.73 '078       73-25^1 

ISBN  0-4.05-05120-4 


A  STUDY 


OF   THE 


United  States 
Steel  Corporation 


IN    ITS 


INDUSTRIAL  AND  LEGAL  ASPECTS 


BEING    THREE    LECTURES     DELIVERED    TO    THE    CLASS    IN     PRIVATE 

CORPORATIONS,  IN  THE  UNIVERSITY  OF  MICHIGAN, 

JUNE  3,  4  AND  5,  1901 


BY 


HORACE  L.  WILGUS 

Professor  of  Law  of  Torts  and  Private  Corporations, 
University  of  Michigan. 


Chicago 

CALLAGHAN  &  COMPANY 

1901 


(^qL7l-^7l7 


Copyright  1901 

BY 

CALLAGHAN  &  COMPANY 


COMPOSITION  BY 

BROWN-COOPBR  TYPESBTTINQ  CO. 

CHICAGO 


Cl(ese  lectures  are  bcbicateb  to  l^e  1901  class  in  tlje  Cam 
of  Corporations  in  ll,e  Unipersitfl  of  ZTTtcIjigan,  at  roJjose 
request  tijes  were  prepared.  fi.  £,  nj. 


4148 


PREFATORY  NOTE. 


A^Tien  the.  class  in  corporations  asked  me  to  lecture  upon  the 
United  States  Steel  Corporation,  I  replied  I  had  not  at  hand 
such  of  the  documents  used  in  its  organization  as  would  justify 
a  legal  discussion,  and  I  did  not  wish  to  rely  upon  newspaper 
reports  as  to  their  contents.  I  promised,  however,  to  try  to 
secure  authentic  information.  In  order  to  do  this,  I  wrote 
Messrs.  J.  P.  Morgan  &  Co.,  requesting  copies  of  such  papers 
as  were  not  considered  private,  stating  what  use  was  to  be 
made  of  them.  In  reply  to  this  request,  they  very  kindly 
sent  me  copies  of  the  Charter,  By-laws,  and  Circulars  used  in 
organizing  the  company,  printed  in  the  Appendix.  When  the 
lectures  were  prepared,  there  was  no  expectation  of  publishing 
them;  after  the  delivery,  many  requests  for  them  in  more 
permanent  form,  than  mere  notes  taken  at  the  time  they  were 
delivered,  have  induced  me^to  print  them.  They  appear  sub- 
stantially as  read  to  the  class.  The  legal  view  taken  herein, 
requires,  in  fairness,  that  the  documents  upon  which  it  is 
based,  should  be  given  in  full,  in  order  that  those  who  are 
interested  will  have  before  them  the  materials  for  forming  inde- 
pendent conclusions. 

I  am  indebted  to  the  kindness  of  Mr.  James  B.  Dill  for 
copies  of  the  Charter  and  By-laws  of  the  Carnegie  Company. 

Credit  due  to  other  sources  of  information  is  given  in  the 

notes.  H.  L.  W. 

Ann  Arbor  J  Michigan,  October  15, 1901. 


CONTENTS. 


VAQt 

I.  Formation 1 

1.  What  is  it 1 

(1)  General  description   1 

(2)  Enormous     capitalization, — comparison     with     other 

things 2 

(3)  Interests  directly  controlled 4 

(4)  Allied  interests 5 

2.  Who  formed  the  combination^ 8 

(1)  Parties  and  interests  represented S 

(2)  Mr.  Morgan  as  master-financier 10 

(3)  Mr.  Carnegie  as  master-manufactuTer 13 

3.  Why  it  was  formed 20 

(1)  Tendency  to  consolidate 20 

(2)  Condition  of  money  market 20 

(3)  Mr.  Carnegie's  desire  to  retire 23 

(4)  Prevention  of  competition 24 

(5)  Prospects  of  profits 27 

4.  How  formed 27 

(1)  Organization  in  New  Jersey 28 

(2)  Formation  of  a  syndicate 28 

(3)  Contract  between  the  syndicate  and  the  corporation..  28 

(4)  Securing  stocks  and  bonds  of  the  various  companies. .  28 

A.  Of  the  Carnegie  Company 28 

B.  Of  the  other  companies 29 

C.  Conditions  imposed   30 

(a)  Full  power  of  Morgan  &  Company 30 

(b)  Irrevocable  deposit  of  shares CO 

(c)  Discretion  to  proceed  or  abandon 31 

(d)  Amount  of  capital  stock 31 

(e)  Plan  of  organization,  and  form  of  securities..  31 

(f)  Compensation   of   financiers 32 

(g)  Consummation  of  the  deal S2 

(5)  Summary  of  financial  details 33 

(6)  Water  in  the  stock 34 

II.  Industrial  position 35 

1.    Industrial  details 35 

(1)  Iron  ore 35 

(2)  Transportation  of  ore 38 

vii 


viii  CONTENTS 

II.  Industrial  position— Continued.  paqb 

(3)  Coke  product  41 

(4)  Limestone 41 

(5)  Pig  iron  42 

(6)  Steel  billets 43 

(7)  Steel  rails  43 

(8)  Structural  steel  44 

(9)  Plate  steel 44 

(10)  Steel  sheets  45 

(11)  Bars  and  hoops 45 

(12)  Hoops  and  cotton  ties 45 

(13)  Tin  plate  45 

(14)  Tubes 45 

(15)  Wire  and  wire  rods 46 

(16)  Wire  nails 46 

(17)  Barbed  wire  46 

(18)  Woven  wire  fence 46 

(19)  Bridges  and  buildings 46 

2.  Potential  competition 48 

3.  Summary  of  industrial  details 49 

(1)  Property  and  employees 49 

(2)  Products  49 

III.  Management  51 

1.  Objects  and  powers 51 

(1)  Business  powers 51 

(a)  Manufacturing   51 

(b)  Mining  51 

(c)  Trading   51 

(d)  Building  51 

(e)  Transportation  51 

(f )  Patents,  etc 51 

(g)  General    51 

(2)  Trust  powers 52 

(a)  Acquire  stock  of  other  corporations 52 

(b)  Hold  or  dispose  of  such  stock 52 

(c)  Vote  such  stock 52 

(d)  Guarantee  bonds,  etc.,  of  other  companies 52 

(e)  Additional  powers  52 

2.  Machinery  of  management 52 

(1)  Shareholders   52 

(2)  Directors   54 

(3)  Executive  committee 54 

(4)  Finance  committee 55 

(5)  Officers  55 

(6)  Voting  stock  of  other  companies 53 


CONTENTS.  ix 

III.  Management — Continued.  pag« 

3.  Method  of  management 57 

(1)  General  plan -. 57 

(2)  Dividends  58 

(3)  Failure  of  constituent  companies  to  obey 58 

4.  Personnel  of  management 59 

(1)  The  directorate  59 

(2)  Of  the  executive  committee 60 

(3)  Of  the  finance  committee 60 

(4)  Officers  60 

(5)  Mr.  Schwab,  president 60 

(6)  Other  members  of  the  executive  committee 62 

5.  Policy  of  the  new  company 63 

(1)  As  to  prices. 63 

(2)  As  to  labor 64 

(3)  As  to  the  public  generally 66 

IV.  Legality  68 

1.  In  general  68 

2.  Why  was  it  incorporated  in  New  Jersey 68 

(1)  Initial  cost  of  incorporation 68 

(2)  Uniformity  of  policy 69 

(3)  Taxation    69 

(4)  Powers  available 70 

(5)  Shareholders'  and  Directors'  liability 71 

(6)  Special  powers  72 

3.  Is  it  an  illegal  trust 73 

(1)  As  to  substance 73 

(2)  As  to  form 74 

(a)  In  general  74 

(b)  Comparison  with  the  Standard  Oil  trust 76 

(c)  Power  of  the  various  companies  to  sell  and  the 

steel  corporation  to  purchase  their  stock 85 

(d)  Ownership  of  shares  by  the  new  corporation 86 

4.  What  are  the  general  powers  of  the  National  and  State  gov- 

ernments    87 

(1)  General  theory 87 

A.  Power  of  Congress 87 

B.  Power  of  the  states 89 

(1)  Domestic  corporations  89 

(2)  Foreign  corporations  89 

(a)  Doing  business  in  the  state 89 

(b)  Control  of  domestic  by  foreign  corpora- 
tions   90 

(2)  Under  anti-trust  acts 92 

(a)  The  Michigan  Act 92 

(b)  The  National  Act 94 


X  CONTENTS. 

IV.  Legality— Continued.  pagi 

(3)  Application  to  the  new  corporation 94 

(a)  Powers  and  organization... , 94 

(b)  Diagram  as  to  sources  and  powers  of  manage- 
ment  96-97 

(c)  Problems  involved  98 

(d)  Consideration  of  these  problems 98 

(4)  Other  suggested  remedies, — National  taxation 102 

1.  Discrimination    103 

2.  Tariff 103 

3.  One  price 104 

4.  Publicity  104 

V.  Tables. 

I.    Comparison  of  capitalization  of   steel  corporation  with 

various  other   things 106 

II.     Railroad  systems  of  the  United  States* 107 

III.  Financial  details  of  steel  corporation's  stock,  bonds,  etc., 

and  amount  issued,  for  stock  of  former  companies 108 

IV.  Financial  details,  etc., — balance  sheets 109 

V.     Financial  details, — net  earnings  and  estimated  value  of 

plants 110 

VI.     Industrial  details, — number  and  location  of  plants Ill 

VII.     Industrial  details, — plants,  mines,  products 112 

VIII.  Employees  and  vessels 113 

IX.     Recent  consolidations  in  steel  and  iron  industries 114 

X.     Summary  of  references 114 

APPENDIX. 

I.  Circular  offer  to  Stockholders 115 

II.  Letters  accepting  offer 120 

III.  Circular  announcing  plan  has  become  operative 122 

IV.  Circular  offer  to  Bridge  and  Mines  Companies 124 

V.  Circular  announcing  transfer  of  shares  and  nomination 

of  officers 127 

VI.     Circular  announcing  operation  of  plan  as  to  Bridge  and 

Mines  Companies 130 

VII.     Circular  announcing  time  of  delivery  of  shares  of  U.  S. 

Steel  Corporation  for  Bridge  and  Mines  Certificates..  131 
VIII.     Charter  of  U.  S.  Steel  Corporation 132 

IX.  By-Laws  of  U.  S.  Steel  Corporation 138 

X.     Charter  of  the  Carnegie  Company 149 

XI.     By-Laws  of  the  Carnegie  Company 155 

XII.     Charter  of  Federal  Steel  Company 164 

XIII.  By-Laws  of  Federal  Steel  Company 168 

XIV.  Standard  Oil  Trust  Agreement 177 

XV.     Supplemental  Standard  Oil  Trust  Agreement 185 

XVI.     National  Anti-Trust  Act 186 

XVII.     Michigan  Anti-Trust  Acts 189 


TABLE  OF  CASES. 


XTHB  RErBRBNCBS  ARE   TO   THE   PAGES.] 

X>AGS 

Addyston  Pipe  &c.  Co.  v.  United  States,  175  U.  S.  211 74,  88,  188 

American  Handle  Co.  v.  Standard  &c.  Co.,  —  Tenn.  —  59  S.  W.  709.     75 

American  Soda  Fountain  Co.  t.  Green,  69  Fed.  R.  833 187 

Anchor  &c.  Co.  v.  Hawkes,  171  Mass.  101 , . .    75 

Anderson  v.  United  States,  171  U.  S.  604 188 

Bank  of  Augusta  v.  Earle,  13  Pet.  (U.  S.)  519 76 

Bank  v.  Fenno,  8  Wall.  533 103 

Bingham  v.  Brands,  119  Mich.  255 92,  194 

Bishop  V.  American  Preservers'  Co.,  105  Fed.  R.  845 188 

Bishop  V.  American  Preservers'  Co.,  51  Fed.  R.  272 187 

Blindell  v.  Hogan,  54  Fed.  R.  40 187 

California  v.  Central  Pac.  Ry.  Co.,  127  U.  S.  1 84 

Carroll  v.  East  St.  L.,  67  111.  568 90,  98 

Carter-Crume  Co.  v.  Peurrung,  86  Fed.  R.  439 86 

Chapman  v.  Pittsburg  &c.  Co.,  18  W.  Va.  184 90 

City  of  Atlanta  v.  Chattanooga  F.  &  P.  Co.,  101  Fed.  R.  90 188 

Clark  V.  Needham,  — •  Mich.  — ,  51  L.  R.  A.  785 92,  98,  194 

Commw.  V.  N.  Y.,  L.  E.  &c.  R.  R.,  114  Pa.  St.  340 100 

Commw.  V.  N.  Y.,  L.  E.  &c.  R.  R.,  132  Pa.  St.  591 90,  99 

Cooke  V.  Marshall,  191  Pa.  St.  315 92 

Cravens  v.  Carter-Crume  Co.,  92  Fed.  R.  479 188 

Croy  V.   Peterson,  104   Tenn.  525 90 

Darcy  v.  Allein,  11  Coke  84 84 

De  La  Vergne  Refrig.  Co.  v.  German  &c.  Co.,  175  U.  S.  40 75 

Dickerman  v.  Northern  Trust  Co.,  176  U.  S.  181 188 

Distilling  and  Cattle  Feeding  Co.  v.  People,  156  111.  188 75 

Doyle  V.  Insurance  Co.,  94  U.  S.  535 76,  89 

Droitwich  Salt  Co.  v.  Curzon,  L.  R.  3  Exch.  35 92 

Dueber  Watch  &c.  Co.  v.  Howard  &c.  Co.,  55  Fed.  R.  851 187 

Fietsam  v.  Hay,  122  111.  293 84 

Fishburn  v.  Chicago  &c.,  171  111.  338 74 

Gibbs  V.  McNeeley,  102  Fed.  R.  594,  107  Fed.  R.  210 188 

Gloucester  Glue  Co.  v.  Russian  Cement  Co.,  154  Mass.  92 75 

xi 


lii  TABLE  OF  CASES. 

[THE  REFERENCES  ARE  TO  THE  PA^ES.] 

PAQB 

Greer  Mills  &c.  Co.  v.  Stoller.  77  Fed.  R.  1 187 

Grice,  in  re  79  Fed.  R.  627,  169  U.  S.  284 188 

Gulf  C.  &  S.  F.  Ry.  v.  Miami  S.  S.  Co.,  86  Fed.  R.  407 188 

Karding  v.  American  Glucose  Co.,  182  111.  551 75,  85,  91 

Harvard,  L.  R.  (Oct.  1893)  157 74 

Higgins  V.  Downward,  8  Houst.  (Del.)  227 84 

Holbert  v.  St.  L.  &c.  Co.,  45  la.  23 90 

Independent  Med.  Coll.  v.  People,  182  111.  274 84 

Isle  Royal  L.  Co.  v.  Osmun,  76  Mich.  162 .90,  98 

King  V.  Mayor  of  London,  1  Show.  280 84 

Liverpool  &  L.  &  G.  Ins.  Co.  v.  Clunie,  88  Fed.  R.  160 188 

Lovejoy  v.  Michels,  88  Mich.  15 194 

Lowry  v.  Tile  M.  &  G.  Ass'n,  98  Fed.  R.  817,  106  Fed.  R.  38 188 

McMullen  v.  Hoffman,  174  U.  S.  639 92 

Memphis  &c.  R.  R.  Co.  v.  Commrs.,  112  U.  S.  609 84 

National  Lead  Co.  v.  Grote  Paint  &c.  Co.,  80  Mo.  App.  247 75 

Note,  74  Am.  St.  R.  240 74.  86 

Oakdale  Manfg.  Co.  v.  Garst,  18  R.  L  484 75 

People  V.  Chicago  Gas  Trust,  130  111.  268 75,  84 

People  V.  Dashaway  Assoc,  84  Cal.  114 84 

People  V.  Milk  Exchange,  145  N.  Y.  267 75,  84 

People  V.  North  Riv.  Sug.  Ref.  Co.,  121  N.  Y.  582 76,  81,  85 

People  v.  Nussbaum,  67  N.  Y.  S.  492 75 

People  V.  Renselaer  &c.  R.  R.,  15  Wend.  113 84 

Pidcock  V.  Harrington,  64  Fed.  R.  821 187 

Railway  Co.  v.  Allerton,  18  Wall.  233 92 

Rice  V.  Rockefeller,  134  N.  Y.  174 78 

Richardson  v.  Buhl,  77  Mich.  632 75,  83,  194 

Runyan  v.  Coster,  39  U.  S.  (14  Pet.)  122 90,  98 

Santa  Clara  Female  Academy  v.  Sullivan,  116  111.  379 98 

Southern  Indiana  Exp.  Co.  v.  U.  S.  Express  Co.,  88  Fed.  R.  659,  92 

Fed.  R.  1022  188 

State  V.  Buckeye  Pipe  Line  Co.,  61  O.  S.  520 85 

State  V.  Curtis,  35  Conn.  374 88 

State  V.  Debenture  Co.,  51  La.  Ann.  1874 84 

State  V.  Fireman's  Ins.  Co.,  —  Mo.  — ,  52  S.  W.  595 85 

State  V.  Nebraska  Distilling  Co.,  29  Neb.  700 75,  84 


TABLE    OF    CASES.  xiii 

[THE  REFERENCES  ARE  TO  THE  PAGES.] 

PAOB 

State  V.  Portland  Natural  Gas  Co.,  153  Ind.  483 75,  84 

State  V.  Schlitz  Brewing  Co.,  104  Tenn.  715 85 

State  V.  Standard  Life  Ass'n,  38  O.  S.  281 84 

State  V.  Standard  Oil  Co.,  49  O.  S.  137 76,  81,  83,  85,  92 

Texas  Oil  Co.  v.  Adoue,  83  Tex.  G50 74 

Thompson  v.  Waters,  25  Mich.  214 98 

Trenton  Potteries  Co.  v.  Oliphant,  58  N.  J.  Eq.  507 75,  85 

Trust  Co.  V.  State,  109  Ga.  736 75 

United  States  v.  Ches.  &  Ohio  Fuel  Co.,  105  Fed.  R.  93 188 

United  States  v.  Coal  Dealers'  Assoc,  85  Fed.  R.  252 188 

United  States  v.  Debs,  64  Fed.  R.  724,  158  U.  S.  564 187 

United  States  v.  Greenhut,  51  Fed.  R.  205,  213 , 187 

United  States  v.  Hopkins,  82  Fed.  R.  529,  171  U.  S.  578 188 

United  States  v.  Jellico  M.  C.  &  C.  Co.,  43  Fed.  R.  898,  46  Fed.  R. 

432   187 

United  States  v.  Joint  Traffic  Ass'n,  76  Fed.  R.  895,  89  Fed.  R.  1020, 

171  U.  S.  505 188 

United  States  v.  E.  C.  Knight  Co.,  156  U.  S.  1 88,  98,  187 

United  States  v.  Nelson,  52  Fed.  R.  646 187 

United  States  v.  Patterson,  55  Fed.  R.  605 187 

United  States  v.  Trans-Mo.  Frt.  Ass'n,  166  U.  S.  290 188 

United  States  v.  Workingmen's  Amal.  Council,  54  Fed.  R.  994 187 

United  States  Trust  Co.  v.  Lee,  73  111.  142 90,  98 

Waterhouse  v.  Comer,  55  Fed.  R.  149 187 

Waters-Pierce  Oil  Co.  v.  State,  —  Tex.  — ,  44  S.  W.  936, 177  U.  S.  28.     85 
Western  Wooden  ware  Ass'n  v.  Starkey,  84  Mich.  76 75,  90,  91, 194 


THE  UNITED  STATES  STEEL  CORPORATION. 


I.     rORMATIOK 
1.     What  is  it? 

(1)  General  description. — It  is  a  corporation  incorporated 
under  the  general  law  of  K'ew  Jersey,  February  25,  1901,  by 
Charles  C.  Cluff,  William  J.  Curtis,  and  Charles  MacVeagh, 
all  of  'New  Jersey,  each  subscribing  for  five  shares  of  preferred 
stock  and  ^ve  shares  of  common  stock,  $100.00  par  value,  of 
the  thirty  shares,  or  $3,000.00, — "the  amount  of  capital  stock 
with  which  the  corporation  will  commence  business;"^  but  as 
fixed  April  1,  1901,  "the  total  authorized  capital  stock  of  the 
corporation  is  eleven  hundred  million  dollars  ($1,100,000,000), 
divided  into  eleven  million  shares  of  the  par  value  of  one  hun- 
dred dollars  each.  Of  such  total  authorized  capital  stock,  ^ve 
million  five  hundred  thousand  shares,  amounting  to  five  hun- 
dred and  fifty  million  dollars,  shall  be  preferred  stock,  and 
^ve  million  and  five  hundred  thousand  shares,  amounting  to 
five  hundred  and  fifty  million  dollars,  shall  be  common  stock."^ 
"The  duration  of  the  corporation  shall  be  perpetual."^  It  was 
organized  "with  power,  among  other  things,  to  acquire  the  out- 
standing preferred  stocks  and  common  stocks"  of  the  "Federal 
Steel  Company,  l^ational  Steel  Company,  National  Tube  Com- 
pany^ American  Steel  and  Wire  Company  of  New  Jersey, 
American  Tin  Plate  Company,  American  Steel  Hoop  Com- 
pany, American  Sheet  Steel  Company,"  and  also  "the  out- 
standing bonds  and  stock  of  the  Carnegie  Company.^'*  By 
circular  letter  of  J.  P.  Morgan  &  Co.,  dated  March  2,  1901, 
it  was  stated  that  a  syndicate  had  been  formed  for  carrying 
out  this   arrangement,   and   that  this  syndicate  had  already 

1  Art.  V,  of  the  Charter.  2  Art.  IV,  of  the  Charter. 

8  Art.  VI,  of  the  Charter. 

*  As  stated  in  Circular  of  J.  P.  Morgan  &  Co.,  March  2,  1901, 

1 


2  THE   UNITED    STATES    STEEL    CORPORATION. 

arranged  for  the  acquisition  of  substantially  all  the  bonds  and 
stock  of  the  Carnegie  Company,  and  public  offer  was  made 
to  the  stockholders  of  the  other  companies  named  to  exchange, 
upon  certain  terms  mentioned,  stock  of  the  new  company  for 
shares  of  the  old  companies.  By  April  2,  1901,  the  offer  made 
March  2  had  been  accepted  by  more  than  ninety-eight  per  cent 
of  the  holders  of  the  stock  of  the  several  companies  mentioned ; 
and  SL  further  public  offer  was  then  made  to  the  shareholders 
of  the  American  Bridge  Company,  and  of  the  Lake  Superior 
Consolidated  Iron  Mines,  to  exchange  shares  of  the  new  com- 
pany for  the  shares  of  such  companies  upon  terms  named ;  it 
was  also  stated  that  arrangements  had  already  been  made  for 
the  acquisition  of  more  than  eighty-five  per  cent  of  the  stock  of 
the  Lake  Superior  Consolidated  Iron  Mines,  including  Mr. 
J.  D.  Eockefeller's  interest  therein,  and  also  "all  the  outstand- 
ing interests  in  the  Oliver  Iron  Mining  Company,  and  the 
Pittsburgh  Steamship  Company,  not  owned  by  the  Carnegie 
Company.''^  These  exchanges  were  to  be  completed  by  April 
15,  1901.  The  issue  of  $304,000,000  bonds  was  provided 
mainly  for  acquiring  the  Carnegie  Company  bonds  and  stocks. 
More  of  the  details  of  these  transactions  will  be  given  below. 

In  this  way  this  new  corporation,  by  stock  ownership,  comes 
into  the  direct  management  of  ten  corporations,  which  were 
already  among  the  largest  in  the  world. 

(2)  Enormous  capitalization^ — comparison  with  other 
things. — 'No  one  can  conceive  how  much  this  great  capitaliza- 
tion, $1,404,000,000  is;  it  is  only  by  making  comparisons^ 
that  we  can  realize  anything  about  it.  It  represents  one-sixty- 
seventh  of  the  total  wealth  of  the  United  States  in  1900,  and 
nearly  one-fifth  of  what  it  was  in  1850;  one-thirtieth  of  the 
value  of  the  world's  manufactures  and  nearly  one-tenth  of  those 
of  the  United  States ;  it  is  equal  to  one-fifteenth  of  the  value  of 
all  the  gold  and  silver  mined  in  the  world  since  the  discovery 

6  Circular  of  J.  P.  Morgan  &  Co.,  April  2,  1901. 

6  See  Table  I,  infra.  R.  H.  Thurston,  Cent.  Mag.,  Peb'y,  1901,  p.  567, 
says  the  world's  manufactures  are  about  $40,000,000,000,  and  those 
of  the  United  States,  about  $15,000,000,000,  annually. 


THE    UNITED    STATES    STEEL    CORPORATION.  3 

of  America ;  it  is  one-thirteenth  of  the  total  value  of  manufac- 
tures, farms,  fishery,  and  mining  products  of  the  United  States 
in  1900, — and  more  than  all  of  these  were  in  1850;  more  than 
one-ninth  of  the  total  capitalization  (including  stock,  funded 
and  floating  debt)  of  the  187,781  miles  of  railroads  in  the 
United  States  in  1899 ;  more  than  their  total  gross  receipts ; 
and  more  than  three  times  their  net  earnings ;  it  is  one-fifth  of 
the  resources  of  all  the  3,871  national  banks  on  September  5, 
1900 ;  seven-twelfths  of  all  the  deposits  in  savings  banks  in  the 
United  States  in  1899-1900;  and  almost  as  much  as  these  were 
in  1890;  five-eighths  of  the  value  of  all  the  farm  animals  in 
the  United  States  in  1900,  and  only  about  ten  per  cent  less  than 
their  value  in  1880 ;  almost  equal  to  the  total  farm  value  of  all 
the  corn,  wheat,  rye,  oats,  barley,  buckwheat,  and  potatoes, — 
the  food  crops, — in  1900;  more  than  three  times  the  value  of 
the  cotton  and  wool — ^the  clothing  crops  of  the  United  States, 
in  1900. 

This  is  also  five-eighths  of  the  value  of  our  imports  and 
exj>orts  for  1899, — ^nearly  ten  million  dollars  more  than  our 
exports  were  and  one  and  one-half  times  our  imports;  it  is 
nearly  twice  the  net  debt  of  the  United  States  January  1,  1901 ; 
two  and  one-tenth  times  the  total  receipts  of  the  government; 
two  and  one-fourth  times  the  total  expenses,  and  two  and  one- 
half  times  the  total  gold  and  silver,  at  its  coinage  value,  pro- 
duced in  the  world  in  1899 ;  it  is  more  than  the  total  money 
in  circulation  in  the  United  States  July  1,  1889,  and  if  it  had 
been  paid  in  cash,  and  the  bonds  paid  for  in  cash  at  the  par 
value  on  April  1,  1901,  when  this  amount  was  authorized,  it 
would  have  taken  two-thirds  of  all  the  money  in  circulation  in 
the  United  States  to  have  made  the  payment.  If  this  whole 
sum  had  been  in  silver  dollars,  there  would  have  been  silver 
enough  to  pave  a  great  boulevard  seventy-two  feet  wide  with 
silver  as  thick  as  the  silver  dollar,  from  here  to  Detroit;  or  if 
they  had  been  piled,  one  on  top  of  another,  they  would  have 
made  a  column  over  two  thousand  two  hundred  miles  high, — 
one  one-hundred  and  tenth  part  of  the  distance  to  the  moon; 
these  would  have  made  two  thousand  and  sixty-four  carloads 


4  THE   UNITED    STATES    STEEL    CORPORATION. 

of  twenty  tons  each;  or  if  fastened  edge  to  edge,  they  would 
have  made  a  silver  girdle  around  mother  earth,  and  tying  into 
a  double-bow  knot,  each  bow  being  one  thousand  miles  long, 
with  streamers  of  over  one  thousand  five  hundred  miles  each; 
or,  if  paid  in,  in  one  dollar  silver  certificates,  these,  end  to  end, 
would  have  made  a  green  ribbon  sash,  going  six  times  around 
the  earth,  and  tying  into  a  double-bow  knot,  each  two  thousand 
miles  long,  with  streamers  of  two  thousand  seven  hundred  miles 
each. 

Yet  perhaps  all  these  comparisons  are  not  so  valuable  to 
enable  us  to  comprehend  the  greatness  of  the  amount  as  the 
simpler  statements  that  if  both  stock  and  bonds  had  been  issued 
in  the  shape  of  $90.00  shares,  there  would  have  been  one  for 
each  family  in  the  United  States ;  or  it  would  pay  all  expenses 
of  the  public  schools  of  the  United  States  for  the  next  seven 
years;  or  there  w^ould  be  about  $18.00  for  each  man,  woman, 
and  child  in  the  United  States,  or  about  90  cents  for  each  man, 
woman,  and  child  on  the  face  of  the  earth. 

(3)  Interests  directly  controlled. — By  the  formation  of 
this  corporation,  it  will  be  enabled  to  exercise  direct  and  posi- 
tive control  over  213  different  manufacturing^  and  transporta- 
tion plants  and  companies,  and  41  different  mines,  located  in 
18  different  states;  the  mines  are  nearly  all  located  in  Mich- 
igan, Wisconsin  and  Minnesota;  100  of  the  manufacturing 
plants  are  in  Pennsylvania;  51  in  Ohio,  15  in  Illinois,  12  in 
Indiana,  12  in  E'ew  York,  and  the  rest  scattered  from  Con- 
necticut to  California.     Its  mines  furnish  more  than  one-half 

T  See  Table  VI,  Infra.  Since  the  foregoing  was  written  The  Shelby- 
Steel  Tube  Co.,  authorized  capital  stock  $15,000,000,  largest  makers  of 
seamless  steel  tube  In  the  world  has  been  purchased  by  the  U.  S.  Steel 
Corporation.  The  capacity  of  this  company  is  125,000,000  feet  of  tubing 
per  year,  largely  bicycle  tubing.  89  Age  of  Steel,  June  29,  1901,  p.  15. 
It  is  also  stated  that  Mr.  Schwab,  president  of  the  U.  S.  Steel  Corpora- 
tion, has  obtained  control  of  a  majority  of  the  shares  of  the  Bethlehem 
Steel  and  Iron  Companies;  89  Age  of  Steel,  June  29,  1901,  p.  20.  And 
in  June  there  were  persistent  rumors  that  Morgan  interests  had  ob- 
tained control  of  the  stock  of  the  Colorado  Fuel  and  Iron  Co.  89  Age 
of  Steel,  June  22,  1901,  p.  33. 


THE    UNITED    STATES    STEEL    CORPORATION.  5 

of  the  total  production  of  iron  ore  used  in  the  United  States ; 
it  will  make  nearly  half  the  coke ;  it  will  own  78,  or  more  than 
one-third  of  the  active  blast  furnaces,  and  will  make  nearly 
half  the  pig  iron  made  in  the  United  States,  and  two-thirds 
as  much  as  is  produced  in  Great  Britain,  and  three-fourths 
as  much  as  in  Germany;  it  will  own  149  steel  works  and  six 
finishing  plants,  with  a  capacity  of  over  ten  million  tons  of 
finished  products  in  iron  and  steel,  perhaps  sixty  per  cent  of 
all  in  the  United  States;  it  •will  make  eighty  per  cent  of  the 
Bessemer  steel,  and  fifty  to  sixty  per  cent  of  the  open  hearth ; 
it  will  make  two-thirds  of  the  steel  rails  made  in  the  United 
States,  Canada,  and  Mexico, — ^more  than  twice  as  many  as 
were  made  in  Great  Britain  in  1900,  and  will  make  sixty  per 
cent  of  the  steel  beams. 

It  will  make  two-thirds  of  the  wire  rods  of  the  United  States ; 
ten-elevenths,  ninety-four  per  cent,  of  the  wire;  sixteen-seven- 
teenths,  ninety-five  per  cent,  of  the  wire  nails  and  staples;  all 
the  woven  wire,  and  barbed  wire  fence,  and  two-thirds  of  the 
copperas;  ten-elevenths,  ninety-five  per  cent,  of  the  steel  and 
iron  tubes  made  in  the  United  States,  and  ninety-five  per  cent 
of  all  the  tin  plate,  and  do  ninety  per  cent  of  the  bridge  work. 

It  will  also  directly  control  nearly  one  thousand  miles  of 
railroads  to  ore,  coke,  and  manufacturing  properties,  and  a  lake 
fleet  of  112  vessels,  the  finest  on  the  lakes,^  and  constituting 
one-third  of  the  total  tonnage  of  the  I^orthern  lakes. 

(4)  Allied  interests. — In  addition  to  the  above  that  are 
within  the  direct  control  of  the  United  States  Steel  Corpora- 
tion, Mr.  Morgan,  by  "community  of  ownership,"  has  recently 
obtained  control  of  substantially  all  of  the  Anthracite  Coal  in 
Pennsylvania,  producing  47,000,000  tons  of  coal  per  year,  with 
all  the  railroads  reaching  the  mines, — the  Erie,  the  Central 
of  !N"ew  Jersey,  the  Reading,  the  Delaware,  Lackawanna  and 
Western,  and  the  Lehigh  Valley;^  and  in  addition  to  this,  the 

8  The  fleet  will  carry  532,000  gross  tons  of  ore  at  one  time, — Detroit 
Free  Press,  April  19,  1901;  the  total  tonnage  capacity  on  the  Northern 
Lakes  is  1,565,587  tons.— Statistical  Abstract  of  U.  S.,  1900,  p.  348. 

»New  York  Independent,  January  17,  1901,  p.  167. 


6  THE    UNITED    STATES    STEEL    CORPORATION. 

Southern  Kailway,  the  Mobile  and  Ohio,  and  Cincinnati,  Ham- 
ilton and  Dayton,^ ^ — a  total  railroad  mileage  of  more  than 
eighteen  thousand  miles,  nearly  one-tenth  of  that  of  the  United 
States  ;^^  these  roads  have  a  capital  stock  of  about  $625,000,000. 
The  developments  of  the  last  few  days,  upon  the  Stock 
Exchange  in  New  York,  leave  it  reasonably  certain  that  Mr. 
Morgan,  with  J.  J.  Hill,  have  control  of  the  Chicago,  Burling- 
ton and  Quincy,  the  Great  Northern,  and  the  Northern  Pacific 
Kailroads,  adding  over  nineteen  thousand  miles  more,  making 
nearly  one-fifth  of  the  whole  mileage  of  the  United  States.^  ^ 

Mr.  Morgan  has  also  obtained  control  of  the  Leyland  line 
of  steamers,  one  of  Great  Britain's  greatest  shipping  institu- 
tions, comprising  sixty-five^ ^  vessels,  engaged  in  the  Atlantic, 
Mediterranean,  and  West  Indian  trade,  and  it  is  currently 
reported  that  it  was  purchased  in  the  interest  of  the  owners 
of  the  Atlantic  Transport  Line,  and  the  International  Naviga- 
tion Company, — ^with  which  it  will  probably  be  consolidated 
into  one  great  steamship  company  larger  than  any  now  in 
existence.^  ^ 

Almost  simultaneously  with  the  formation  of  the  United 
States  Steel  Corporation,  was  formed  the  American  Tin  Can 
Company  of  New  Jersey,  with  a  capital  stock  of  $44,000,000, 
and  including  100  different  tin  can  manufacturing  establish- 
ments, making  about  ninety-five  per  cent  of  the  tin  cans  used 
in  the  country.  It  is  closely  allied  with  the  American  Tin 
Plate  Company  included  in  the  United  States  Steel  Corpora- 

10  Recent  newspaper  reports  say  the  C,  H.  &  D.  has  been  acquired 
by  the  Morgran  people. 

11  See  Table  II,  infra. 
13  Ibid. 

13  The  Rev.  of  Rev.  says  38  vessels.  According  to  the  Commercial 
and  Fin.  Chronicle,  Vol.  72,  p.  875,  May  4,  1901,  58  vessels  of  246,000 
tons  were  bought,  but  20  vessels  of  40,000  tons  were  to  be  sold  back 
for  the  purpose  of  engaging  in  the  Mediterranean,  Portugal  and  Mon- 
treal trade,  but  no  other. 

14  The  Advance,  May  9,  1901;  Detroit  Free  Press,  Apr.  30,  1901;  N.  Y. 
Independent,  May  9,  1901. 


THE    UNITED    STATES    STEEL    CORPORATION.  7 

tion.  Several  of  its  directors  are  directors  of  the  Steel  Cor- 
poration.^^ 

About  May  1  a  consolidation  of  several  of  tlie  largest 
engine-making  concerns  in  the  United  States  was  practically 
agreed  upon, — ^under  the  name  of  the  Allis-Chalmers  Company, 
with  property  valued  at  $9,935,000,  and  with  a  working  capital 
of  $10,000,000  to  have  a  capital  stock  of  $50,000,000,  $36,250,- 
000  being  issued;  Mr.  Gary,  chairman  of  the  Executive  Com- 
mittee of  the  United  States  Steel  Corporation,  and  others 
closely  allied  therewith  or  with  constituent  companies,  are 
prominently  connected  with  this  also.^^ 

But  this  is  not  all  either,  for  Mr.  Morgan  has  also  engineered 
the  formation  of  the  Associated  Merchants'  Company  of  ^N'ew 
York, — a  financial  union  of  the  H.  B.  Claflin  Wholesale  Dry 
Goods  business  in  New  York,  with  a  capital  stock  of  $20,000,- 
000,  of  which  $10,000,000  is  to  be  five  per  cent  cumulative 
first  preferred  stock,  $5,000,000  second  preferred,  and  $5,000,- 
000  common ;  of  this  $7,000,000  of  first  preferred  is  to  be  used 
as  working  capital  and  to  acquire  other  interests  in  E^ew  York 
and  elsewhere.^  "^ 

Other  reported  deals  are  to  the  effect  that  Mr.  Morgan  and 
his  friends  have  obtained  control  of  the  Zinc  Mines  in  Mis- 
souri, and  all  of  the  bituminous  coal  in  the  Hocking  and  Sun- 
day Creek  Valleys  in  Ohio.     These  have  not  been  confirmed.^  ^ 

Early  in  ApriP^  reports  were  frequent  that  a  giant  railroad 
combination, — greater  than  anything  yet  seen, — ^was  likely  to 
be  consummated  among  J.  P.  Morgan,  W.  K.  Yanderbilt,  Jas. 
J.  Hill,  E.  ISr.  Harriman,  George  J.  Gould,  J.  D.  Kockefeller, 
James  H.  Schipp,  and  James  Stillman.  Whether  such  a  com- 
bination is  formed  or  not,  it  is  more  than  probable  that  these 
men  will,  or  have,  come  to  an  "understanding' '  or  "friendly 

15  Commercial  and  Financial  Chronicle,  Vol.  72,  p.  155,  April  27,  1901. 

16  Advertisement  in  72  Com.  and  Fin.  Chr.  April  13,  1901;  Iron  Age, 
May  2,  1901,  p.  2. 

IT  N.  Y.  Independent,  Apr.  18,  1901,  p.  20. 

18  Detroit  Free  Press,  April  9,  1901. 

19  Detroit  Free  Press,  April  6,  1901. 


8  THE    UNITED    STATES    STEEL    CORPORATION. 

agreement/'  concerning  the  management  of  the  great  railway 
systems  that  they  now  control, — ^which,  together  with  the  Penn- 
sylvania system,  make  six  great  systems,  comprising  nearly 
three-fifths  of  the  total  railway  mileage  of  the  United  States.^^ 

It  has  been  stated  that  closer  relations  with  the  American 
Shipbuilding  Company,  controlling  the  shipbuilding  interests 
on  the  l!^orthern  Lakes,  with  seven  building  yards,  and  dry 
docks,  have  been  entered  into. 

Alliance  with  the  Standard  Oil  Company — with  its  $100,- 
000,000  capital  stock,  worth  in  the  markets  $805,000,000,2^ 
and  with  dividends  of  $48,000,000^2  last  year  and  $32,000,- 
00023  already  declared  this  year, — one-third  of  which  is  owned 
by  J".  D.  Kockefeller,24 — is  made  clear  by  him,  his  son  and  H. 
H.  Eogers  being  made  directors  in  the  new  steel  corporation. 

There  is  no  doubt  of  the  close  relations,  financially,  between 
Mr.  Morgan's  house  and  the  Kothschild's  with  their  $1,000,- 
000,000  of  money.25 

2.     Who  formed  the  coMBiiirATioN  ? 

(1)  Parties  and  interests  represented. — ^May  4,  1899,  a 
certificate  incorporating  the  Carnegie  Steel  Company2^  (after- 
Vv^ard  abandoned)  of  'New  Jersey  was  filed.  The  papers  then 
announced  that  "negotiations  have  been,  pending  during  the 
week  looking  to  consolidation  of  the  American  Tin  Plate  Com- 
pany, the  N'ational  Steel  Company,  and  the  American  Steel 
Hoop  Company ;"  it  was  further  stated  that  "the  Federal  Steel 
Company,  and  the  American  Steel  and  Wire  Company  have 
asked  to  take  part  in  the  consolidation  movement,  which  it  is 
understood  is  backed  by  the  Kockefeller  interests,  and  the 
Moores  of  Chicago."27    At  the  time  this  appeared  to  be  a  move 

20  See  Table  II  infra. 

21  N.  Y.  Independent,  Jan.  31,  1901,  p.  288. 

22  N.  Y.  Independent,  Jan.  31,  1901,  p.  288. 

23  N.  Y.  Independent,  May  16,  1901,  p.  1158.    [Dividend  of  ?8,000,000 
has  since  been  declared.] 

24  N.  Y.  Independent,  April  25,  1901,  p.  979. 

25  Cosmopolitan,  March,  1901 ;  Review  of  Reviews,  April,  1901,  p.  467. 

26  Com.  and  Fin.  Chr.,  Vol.  68,  p.  870,  May  6,  1899. 

27  Ibid. 


THE    UNITED    STATES    STEEL    CORPORATION.  9 

to  offset  the  result  of  the  proposed  formation  of  the  Carnegie 
Steel  Company,  but  later  it  was  ascertained  that  Judge  Moore 
had  also  been  instrumental  in  the  formation  of  the  Carnegie 
Steel  Companj.^^  It  is  probable  that  negotiations  have  been 
going  on  from  that  time  till  the  agreement  to  form  the  United 
States  Steel  Corporation  was  reached  in  'New  York  on  Satur- 
day, February  23,  1901,  between  J.  P.  Morgan,  and  two  of  his 
partners,  Kobert  Bacon  and  Charles  Steele,  and  F.  L.  Stetson, 
his  attorney,  representing  a  syndicate  to  finance  the  project; 
W.  IST.  Cromwell,  attorney,  and  E.  C.  Converse,  President  of 
the  JSTational  Tube  Co.  (a  Morgan  interest)  ;  E.  H.  Gary,  presi- 
dent and  attorney  for  the  Federal  Steel  Co.  (another  Morgan 
interest) ;  Max  Pam,  attorney,  and  J.  W.  Gates,  of  the 
executive  committee  of  the  American  Steel  and  Wire  Co. ; 
Judge  W.  H.  Moore,  on  behalf  of  the  I^ational  Steel  Co.,  the 
American  Tin  Plate  Co.,  the  American  Steel  Hoop  Co.,  and  the 
American  Sheet  Steel  Co. ;  C.  M.  Schwab  of  the  Carnegie  Co. ; 
and  Victor  Morawetz  (author  of  the  very  excellent  work  on 
American  Corporation  Law),  as  attorney  for  other  parties  in 
interest.^^  The  American  Bridge  Company  (another  Morgan 
interest),  and  the  Lake  Superior  Consolidated  Mines  (a  Eocke- 
feller  interest),  seems  not  to  have  been  in  the  original  deal, 
but  were  brought  in  before  the  incorporation  was  completed,  and 
are  well  represented  in  the  board  of  directors.  While  there  has 
been  very  little  in  the  reports  to  connect  Mr.  J.  D.  Rockefeller 
with  the  transaction,  inasmuch  as  both  he  and  his  son  are 
members  of  the  board  of  directors,  it  is  more  than  probable  that 
he  has  taken  an  important  part  in  the  consummation  of  the 
project, — ^possibly  in  connection  with  the  syndicate  that 
financed  the  transaction;  but  whatever  may  be  the  fact  as  to 
this,  there  is  no  doubt  but  the  masters  of  the  whole  transaction 
have  been  Mr.  J.  P.  Morgan,  and  Mr.  Andrew  Carnegie,  each 
of  which  undoubtedly  stands  in  his  place,  Mr.  Morgan  as 
financier-organizer,  and  Mr.  Carnegie  as  manufacturer-organ- 

28  Ibid,  Vol.  68,  p.  975. 

28  This  is  the  list  given  in  article  by  Chas.  S.  Gleed,  In  the  Cosmo- 
politan, for  May,  1901,  p.  25,  "The  Steel  Trust  and  its  Makers." 


10  THE   UNITED    STATES    STEEL    CORPORATION. 

izer, — ^without  a  peer  in  the  United  States,  and  perhaps  in  the 
world. 

(2)  Mr.  Morgan  as  master  financier. — Mr.  Morgan,^^  the 
head  of  the  hanking  house  of  J,  P.  Morgan  &  Co.,  of  New  York, 
formerly  Drexel,  Morgan  &  Co.,— ^and  with  branches  now  in 
Philadelphia  and  Paris, — is  a  son  of  J.  S.  Morgan  of  London, 
a  partner  of  the  late  George  Peabody,  and  inherited  vast 
financial  possessions  and  responsibilities — "born  to  the  purple 
as  it  were."  He  was  first  conspicuous  as  a  member  of  the  firm 
of  Dabney,  Morgan  &  Co.,  and  more  than  thirty  years  ago  he 
rescued  the  Albany  &  Susquehanna  P.  R.  from  the  wreckers, 
Gould  and  Fiske,  and  made  it  a  self-sustaining  property.  From 
the  first  his  extraordinary  power  to  see  what  an  emergency  de- 
mands, and  his  great  skill  in  organizing  the  movement  to  meet 
it,  have  been  manifest.  It  has  been  said :  "European  acquaint- 
ance and  financial  influence  inherited  from  his  father,  and  ex- 
tended by  his  o^vn  ability  and  honesty  again  and  again  have 
made  it  possible  for  him  to  secure  money  from  abroad  in  great 
sums  at  critical  times.  European  investors  think  themselves  pro- 
tected against  loss  only  when  they  have  taken  insurance  against 
Mr.  Morgan's  death. "^^  Some  years  ago  he  joined  with  the 
Rothschilds,  represented  by  August  Belmont,  and  other  'New 
York  bankers,  to  take  the  whole  issue  of  four  per  cent  United 
States  bonds,  and  his  firm,  then  Drexel,  Morgan  &;  Co.,  made 
$5,000,000  out  of  the  transaction ;  ^2  later  he  bought  $25,000',- 
000  of  the  New  York  Central  stock  from  W.  H.  Yanderbilt,  at 
120,  and  immediately  resold  it  at  130  in  New  York  and  London, 

80  For  most  of  the  points  connected  with  Mr.  Morgan's  career,  I  am 
indebted  to  an  article  in  World's  Work,  April,  1901,  (Vol.  1,  p.  610, 
et  seq.)  by  Mr.  Lindsay  Denison,  and  to  an  article  in  Munsey's  Mag- 
azine, January,  1894,  Vol.  X,  p.  379,  et  seq.,  by  Mr.  Edward  G.  Riggs. 

[Mr.  Morgan  was  born  at  Hartford,  Conn.,  April  17,  1837;  graduated 
at  the  Boston  High  School  at  the  age  of  18,  studied  two  years  in  Ger- 
many, and  began  his  banking  career  at  the  age  of  21.  His  grandfather 
was  a  farmer  and  tavern-keeper  at  Hartford,  Conn.,  and  had  a  revolu- 
tionary war  record.  The  father  was  a  bank  clerk,  a  partner  of  Levi 
P.  Morton  in  the  dry  goods  business,  later  an  associate  of  George 
Peabody,  and  established  a  successful  banking  house  in  London,  with 
branches  in  the  United  States,  and  Australia. — Rev.  of  Rev.,  Oct., 
1901,  p.  469.] 

81  Mr.  Denison,  World's  Work,  April,  1901,  p.  612. 

82  Munsey's  Magazine,  January,  1894,  p.  380. 


THE   UNITED    STATES    STEEL    CORPORATION.  11 

and  made  $1,000,000;  about  1884  or  1885,  when  the  war  was 
on  between  the  'New  York  Central  and  the  West  Shore,  he  in- 
duced Mr.  Vanderbilt  to  buy  the  latter,  and  restore  peace  in 
the  railroad  world.^^  After  some  weeks  of  apparently  aimless 
wandering  about  in  his  office,  he  called  his  partners  together 
and  told  them  that  he  had  bought  the  New  York  &  isTorthern 
R.  R.,  and  sold  it  to  the  New  York  Central  for  a  profit  that 
would  be  satisfactory  to  any  Wall  Street  firm.  It  appeared 
that  all  the  partners  had  done  something — ^bought  a  block  of 
stock,  made  a  special  move  on  the  stock  exchange,  or  given  an 
opinion  on  a  point  of  law, — ^toward  the  consummation  of  the 
task.  And  this  is  characteristic  of  his  methods.^*  He  has 
always  been  a  rebuilder,  and  not  a  wrecker  of  railroad  proper- 
ties— less  expense,  better  service,  less  danger,  less  destructive 
competition  have  foUowed,^^  and  these  great  characteristics 
have  brought  to  his  house,  charge  of  most  of  the  large  financial 
operations  necessary  in  the  reorganization  of  railroads  in  the 
United  States  during  the  last  few  years.^^  He  has  been  a 
peacemaker  between  quarrelsome  interests,^ '^  and  reaped 
some  of  the  blessings  promised,  if  not  to  the  peacemakers, 
at  least  to  the  meek,  in  this  world.  He  has,  on  several  occa- 
sions, restored  equilibrium  upon  the  stock  exchange,  when 
the  rate  of  interest  was  abnormally  high,  by  announcing  that 
his  money  could  be  had  at  the  normal  rate.^^  He  has  also  come 
to  the  financial  rescue  of  the  government,upon  at  least  three 
occasions.^^  His  house  has  recently  been  foremost  among  the 
INTew  York  bankers  in  negotiating  the  great  foreign  loans  made 
in  this  country— the  first  in  July,  1899,  of  $20,000,000  for 
Mexico;  in  March,  1900,  the  first  European — a  part  of  the 
$150,000,000  British  War  Loan;  later,  in  August,  1900,  his 
house,  in  connection  with  two  others,  underwrote  half  of  the 
$50,000,000  British  Exchequer  Loan;^^  and  only  a  few  days 
ago,  when  the  new  British  war  loan  of  $300,000,000  was  an- 
sa Ibid.,  p.  380.     34  World's  Work,  April,  1901,  p.  611.     35  ibid.,  p.  612. 

36  E.  S.  Meade;   Reorganization  of  Railroads,  Annals  of  Am.  Acad. 
Pol.  and  Soc.  Science,  Vol.  17  (March,  1901),  p.  [225]. 

37  World's  Work,  April,  1901,  p.  612. 

38  Ibid.  30  Ibid.  40  New  York  Independent,  Dec.  20,  1900. 


12             THE   UNITED   STATES    STEEL   CORPORATION.  1 

nounced,  with  $150,000,000  already  placed,  it  was  disclosed  j 

that  the  Kothschilds  had  taken  $55,000,000,  J.  P.  Morgan  &  j 

Co.,   $50,000,000,  and  the  bank  of    England  $45,000,000.*^  \ 

Such  have  been  some  of  his  financial  achievements  of  the  last  \ 

few  months  in  addition  to  those  already  enumerated  as  to  the  \ 

Steel  Corporation  and  its  allied  and  friendly  interests.     It  is  \ 

perhaps  not  exaggeration  to  say,  as  Mr.  Denison  does:    "His  j 

word  can  sway  the  market;  the  connection  of  his  name  with  | 

an  enterprise  spells  stability  and  means  success.     He  i&  a  busi-  \ 

ness  assurance  company  in  himself;   a  guarantee  association  \ 

lives  in  his  very  name."*^      "He  holds  stock-tickers  and  specu-  \ 

lators  in  contempt,  and  prefers  to  amass  his  millions  by  organ-  j 

izing.     Finance  to  him  is  a  science,  and  to  this  is  due  his  | 

success,  for  he  long  since  mastered  the  science.     He  is  prac-  ; 

tically    the    American    representative    of    the    English    and  \ 

European  millions  seeking  investment  in  this  country."*^  j 

Or,  as  another  has  said :    "He  is  not  a  promoter  who  seeks  j 

his  profits  in  persuading  the  public  to  invest  in  doubtful  com-  I 

panics,  but  a  financier  absolutely  trusted  by  the  richest  men,  j 

who  seek  his  aid  in  their  legitimate  combinations.     They  con-  \ 

fide  in  him  to  arrange  the  financing  of  their  plans.     He  has  i 

become  the  greatest  financial  power  in  the  world."**  \ 

"He  is  rugged  physically  and  mentally,  has  an  extraordi-  | 

nary     capacity     for     work,     and     combines     activity     with  \ 

prudence,"*^  does  not  worry,  does  business  while  at  his  ofiice  | 

from  early  in  the  morning  till  5  p.  m.^  but  leaves  the  business  i 

there  when  he  leaves  the  office.*^     He  knows  he  is  right  and  j 

what  he  wants  to  do,  and  how  to  do  it ;  has  entire  faith  in  his  | 

own  opinions,  brooks  no  opposition,  seeks  but  little  advice,  is  j 

careless  of  criticism,  and  an  excellent  judge  of  men ;  he  has  sur-  j 
rounded  himself  with  a  group  of  men  whom  he  can  trust,  but 

who  in  turn  trust  him  and  do  his  bidding  without  question ;  he  j 
knows  every  set  of  books,  and  their  contents,  with  the  clerk  in 

41  Ibid.,  May  9,  1901,  p.  1098.         42  World's  Work,  April,  1901,  p.  614.  j 

43  Current  History,  April,  1901,  p.  114.  | 

44  Editorial,  New  York  Independent,  April  11,  1901.  j 

45  Munsey,  January,  1894,  p.  380.                  46  World's  Work,  pp.  611-2.  j 


TIIE   UNITED    STATES    STEEL    CORPORATION.  13 

charge,  and  can  turn  at  once  to  anj  stage  of  any  transaction. 
He  is  curt,  blunt,  decisive,  perhaps  autocratic  in  ideas,  but  to 
his  friends  he  is  most  kind,  generous,  and  thoughtful.  He  has 
given  several  millions  to  charitable  purposes  but  "there  is  not 
a  monument  self  erected  to  his  generosity,  and  his  name  is  not 
cqnnected  with  a  single  gift."^^  At  a  dinner,  a  friend  sitting 
at  Mr.  Morgan's  side  spoke  of  the  plan  and  the  probable  cost 
of  erecting  a  school  to  teach  young  men  trades,  that  the  labor 
unions  excluded  under  their  apprenticeship  rules.  Later  in 
the  evening  Mr.  Morgan  said  to  him :  "Your  plan  is  good ;  go 
ahead,  but  do  not  bother  me  until  the  thing  is  ready  and  com- 
pleted." This  was  all,  but  it  was  sufficient,  and  three  years 
later,  when  the  friend  called,  he  began  to  say  "about  the  trade 
school,"  when  Mr.  Morgan  interrupted,  tapped  a  bell,  and 
told  the  clerk  to  bring  the  trade  school  account,  and  "there  it 
was,  the  full  amount,  with  interest  at  six  per  cent  from  the 
day  on  which  he  had  made  his  verbal  contract."^^  Such  is  a 
summary  of  the*  leading  characteristics  of  the  financial  organ- 
izer of  the  great  Steel  Corporation. 

(3)  Mr,  Carnegie  as  master  manufacturer. — ^Mr.  Car- 
negie's achievements*^  have  been  no  less  remarkable  in  manu- 
facture than  Mr.  Morgan's  in  finance.  Starting  with  neither 
wealth  nor  influence — at  sixty-four  years  of  age  Mr.  Morgan 
has  pronounced  him  the  richest  man  in  the  world,  no  dollar  of 
which  was  made  in  sales  or  purchases  on  the  stock  exchange, 
but  all  in  manufacturing.^^  In  1848  Mr.  Carnegie's  father,  a 
master  weaver  of  Scotland,  was  driven  out  of  business  by  the 
newly  invented  steam  machinery,  and,  "because  it  would  be 
better  for  the  (two)  boys,"  emigrated  to  America;  the  son 
Andrew,  then  eleven  years  old,  obtained  a  position  as  "bobbin 
boy"  in  a  cotton  factory  in  Allegheny  City,  at  20  cents  per 

4T  World's  Work,  April,  1901,  p.  614. 

*8  Ibid.  Since  the  foregoing  was  written  Mr.  Morgan  lias  given 
$1,000,000  to  Harvard  Medical  School. 

49  Most  of  the  notes  concerning  Mr.  Carnegie  are  from  the  World's 
Work,  April,  1901,  article  by  H.  W.  Lanier,  p.  618,  et  seq. 

60  World's  Work,  April,  1901,  p.  630. 


14  THE   UNITED    STATES    STEEL    CORPORATION. 

day.  In  less  than  a  year  he  had  learned  to  run  the  engine, 
and  was  promoted  to  this  work  at  the  same  salary,  which  was 
not  increased  till  he  did  clerical  work  also,  for  his  employer. 
The  dark  engine  cellar  was  not  congenial,  so  a  little  later  he 
concluded  to  take  the  examination  for  messenger  boy  at  Pitts- 
burg for  the  Ohio  Telegraph  Company.  In  this  he  was  success- 
ful, and  the  privilege  of  working  in  the  light  office,  as  he  said, 
was  his  first  glimpse  of  Paradise.  His  father  died  shortly 
after,  and  at  fourteen  he  was  the  sole  support  of  his  mother 
and  younger  brother.  Within  a  month  after  entering  the  tele- 
graph office  as  messenger  he  began  to  learn  telegraphy,  which 
he  soon  mastered,  and  in  doing  so  he  "doggedly  mastered  the 
clicking  tongue  of  the  instrument,"  and  discarded  the  record- 
ing tape.^^  Soon  afterward  he  became  an  operator  at  the 
princely  salary  of  $25  per  month,  to  which  he  added  by  copying 
telegraphic  news  for  daily  papers.  The  Pennsylvania  Rail- 
road soon  needed  an  operator,  and  he  was  chosen.  This 
brought  him  iA  contact  with  Mr.  Thomas  Scott,  then  division 
superintendent,  who  took  a  great  fancy  to  him.  One  day  Mr. 
Scott  asked  him  if  he  could  find  $500  to  invest,  and  advised  him 
to  invest  in  ten  shares  of  the  Adams'  Express  Company,  at  $60 
per  share.  Young  Carnegie  answered  that  he  thought  he  could, 
and  that  night  the  matter  was  placed  before  his  mother  and 
brother,  and  it  was  concluded  to  mortgage  the  little  home,  and 
the  next  morning  the  mother  started  to  see  an  uncle,  and  ar- 
range matters.  The  stock  was  bought — it  was  then  paying  one 
per  cent  dividends  per  month — and  when  the  first  check 
arrived  he  realized  for  the  first  time  that  there  could  be  a 
return  from  capital  as  well  as  from  toil.  In  a  short  time  he 
knew  all  about  train  dispatching  as  then  done.  Then  he  de- 
vised improvements.  Then  Colonel  Scott  made  him  his  secre- 
tary, and  when  Scott  became  vice-president  of  the  road  Car- 
negie was  made  superintendent  of  the  Western  Division.  One 
day  while  he  was  looking  at  the  line  from  a  rear  car,  Mr.  Wood- 
ruff, the  inventor  of  the  sleeping  car,  asked  to  show  him  the 

61  Ibid.,  p.  620. 


THE   UNITED    STATES    STEEL    CORPORATION.  15 

plan.  In  a  moment  Mr.  Carnegie  comprehended  its  signifi- 
cance. He  urged  Colonel  Scott  to  look  into  it.  This  was  done, 
and  arrangements  were  made  to  build  two  of  them  and  run  them 
on  the  Pennsylvania  Railroad.  Carnegie  was  offered  an  inter- 
est in  the  venture,  and  his  first  payment  was  $217.50 — ^which 
his  salary  of  $50  per  month  made  it  necessary  to  borrow  from  a 
bank.  The  cars  paid  the  subsequent  payments  from  their  earn- 
ings, and  he  paid  his  note  at  the  bank  out  of  his  salary,  and 
as  he  says,  "thus  did  I  get  my  foot  upon  fortune's  ladder.  It 
is  easy  to  climb  after  that."  Then  the  Civil  War  came,  and 
Colonel  Scott  became  Assistant  Secretary  of  War,  and  placed 
Carnegie  in  charge  of  military  roads  and  telegraph  lines.  He  is 
said  to  have  been  the  third  man  wounded  on  the  Union  side.  He 
served  at  Bull  Run.  Then  through  overwork  his  health  broke 
down  and  he  was  forced  to  go  abroad  for  the  winter.  Upon  his 
return  he  found  the  Pennsylvania  Railroad  Company  experi- 
menting with  cast  iron  bridges  to  replace  the  old  wooden  struc- 
tures. Though  not  twenty-five  years  old,  he  took  in  the  whole 
situation,  borrowed  $1,250  from  a  Pittsburg  banker,  and  formed 
the  Keystone  Bridge  Company,  to  build  iron  bridges,  and  from 
this  time  dates  his  connection  with  the  development  of  the  iron 
and  steel  industry  in  the  United  States.  The  Union  Mills  at 
Pittsburg  appeared  in  a  few  years  as  a  necessary  adjunct  to  the 
bridge  work.  A  trip  to  England  in  1868  resulted  in  his  re- 
turn with  the  Bessemer  process  of  making  steel  rails  filling 
his  mind,  and  which  he  put  to  immediate  use  in  founding  his 
steel  works.  The  price  of  rails  was  then  $158  per  ton,  and 
only  a  little  more  than  6,000  tons  were  made  in  the  United 
States.  Within  seven  years  the  production  of  the  United  States 
was  more  than  forty  times  as  much,  and  the  price  much  less 
than  half.  A  few  years  later  Mr.  Carnegie  bought  out  the 
Homestead  works,  his  most  formidable  rival,  and  for  twenty- 
five  years  he  has  been  properly  called  the  "steel  king,"  and  has 
dominated  the  iron  and  steel  industry  of  the  United  States,  and 
has  created  a  company  controlling  50,000  employees,  operating 
nineteen  of  the  largest  blast  furnaces,  seven  great  steel  works, 
a  score  of  finishing  mills,  owner  of  250  miles  of  railroads,  a 


16  THE   UNITED   STATES   STEEL   CORPORATION. 

fleet  of  thirteen  of  the  largest  lake  vessels,  with  their  necessary 
docks  and  shipping  facilities,  60,000  acres  of  coal  and  coke 
lands,  98,000  acres  of  oil  lands,  with  3,000  miles  of  pipe  lines, 
14,000  coke  ovens,  and  ore  lands  producing  5,000,000  tons  of 
ore  yearly. 

He  is  an  apostle  of  organization.  He  says  of  his  own  great 
creation :  "Take  away  all  onr  factories,  our  trade,  our  avenues 
of  transportation,  our  money;  leave  me  our  organization, 
and  in  four  years  I  will  have  re-established  myself."  He  is  a 
great  believer  in  yoimg  men  who  do  something,  and  has  drawn 
around  him  some  forty,  all  young  men,  which  he  calls  his  "in- 
dispensable and  clever  partners,"  who  have  almost  without  ex- 
ception been  "not  only  partners,  but  a  band  of  devoted  friends 
who  never  have  a  difference.  ^Nothing  is  done  without 
unanimous  vote,  and  I  am  not  even  a  manager  or  director." 
There  seems  to  have  been  no  exception  to  this  except  lately  in 
the  case  of  Mr.  Frick.  A  similar  method,  devised  in  1890, 
has  been  applied  to  his  employees  whereby  a  minimum  wage  is 
guaranteed,  and  every  one  is  allowed  a  share  in  the  profits  of 
prosperous  times.  Though  he  is  not  an  officer  of  his  own  com- 
pany, every  day,  in  whatever  part  of  the  world  he  may  be,  a 
tabulated  statement  giving  full  details  of  the  business  is  mailed 
to  him,  and  one  secret  of  his  success  has  been  the  profound  con- 
fidence he  has  had  in  those  he  has  gathered  around  him.  He 
has  acted  on  the  maxim  that  to  trust  a  man  usually  makes  him 
trustworthy.  He  is  a  resident  of  IsTew  York,  but  spends  a  large 
part  of  his  time  abroad  at  his  magnificent  Skibo  Castle  home  in 
Scotland.  He  has  traveled  much,  made  sixty  trips  across  the 
ocean,  journeys  to  Mexico,  the  North  Cape,  Japan,  and  China, 
and  around  the  world.  Though  enormously  wealthy,  he  has 
none  of  the  arrogance  of  wealth,  but  is  exceedingly  democratic 
in  his  ideas  and  tastes.  He  attends  the  theater,  but  sits  in  no 
box  seats;  he  travels  much,  but  in  no  private  car.  He  is 
rather  small  physically,  but  active  and  vigorous.  Though  now 
with  white  hair,  his  strong  face,  sparkling  eyes,  erect  carriage, 
the  physical  ability  to  go  to  sleep  at  will  in  the  interval  of 
important  duties,  and  the  Scotch  courage  of  ten  men  for  each 


THE   UNITED    STATES    STEEL   CORPORATION.  17 

one  of  his  convictions,  reveal  the  sources  of  his  mastery.  He 
disposes  of  his  office  business  in  less  time  than  most  men  expend 
in  reaching  theirs.  Everything  is  classified  and  arranged  so 
as  to  afford  immediate  access,  and  maps  are  hung  upon  the 
walls,  with  little  flag  pins  stuck  in,  to  mark  where  the 
interest  of  the  moment  centers.  He  "believes  in  all  religions, 
but  no  theologies."  He  is  an  omnivorous  and  careful  reader, 
daily  and  regularly  reading  a  large  list  of  the  Pittsburg,  'New 
York  and  London  papers,  in  addition  to  the  leading  magazines 
and  reviews,  and  the  iron  and  steel  trade  reviews  and  journals. 
But,  more  than  tliis,  he  almost  daily  reads  some  part  of  a 
Shakespeare  play,  which  he  quotes  and  interprets  as  an  enthu- 
siast. He  himself  has  written  much  for  magazines,  and  several 
books,  the  first,  ":Nrotes  of  a  Trip  Round  the  World"  (1879)  ; 
"Our  Coaching  Trip"  (1882);  "Triumphant  Democracy" 
(188G),  a  most  suggestive  and  enthusiastic  comparison  of  the 
results  of  American  institutions,  with  those  of  the  old  world, 
and  especially  of  Great  Britain.  Eorty  thousand  volumes  of 
this  were  sold  in  two  years.  Last  year  appeared  his  "Gospel 
of  Weal  til."  He  has  a  fund  of  humorous  stories,  and  is  a  good 
all  around  after-dinner  speaker.  He  is  a  great  friend  of  Her- 
bert Spencer,  and  when  "these  two  hardened  anglers"  are  on 
a  fishing  excursion  (to  which  both  are  devoted),  they  discuss 
the  deep  psychological  question  as  to  what  a  fish  thinks  when 
it  sees  the  fisherman's  bait. 

Some  of  his  own  tersely  expressed  maxims  of  life  and  be- 
lief are:  "If  man  would  eat,  he  must  work.  The  Republic 
does  not  owe  him  a  living.  It  is  he  Avho  owes  the  Republic  a 
life  of  usefulness."  "Educate  man  and  his  shackles  fall." 
"Put  all  your  eggs  in  one  basket,  and  then  watch  that  basket." 
"Be  king  in  one  line,  not  a  Jack  of  all  trades."  "There  is  no 
price  too  dear  for  perfection."  "There  is  always  peace  at  the 
end  if  we  do  our  appointed  work  and  leave  the  result  with  the 
Unknown." 

When  Mr.  Carnegie  was  a  boy  telegraph  operator  in  Pitts- 
burg Colonel  Anderson  of  Allegheny  opened  his  library  of  four 
hundred  volumes  to  certain  boys  and  men  of  the  city.     The 

2 


18  THE   UNITED    STATES    STEEL   CORPORATION. 

rules  excluded  the.  class  of  boys  to  which  young  Carnegie  be- 
longed. This  led  him  to  write  such  an  indignant  appeal  against 
the  discrimination  made  that  the  restriction  was  removed,  and 
the  library  made  free  to  all,  and  he  says  "only  he  who  has 
longed,  as  I  did,  for  Saturday  to  come  that  the  spring  of 
knowledge  should  be  opened  anew  to  him,  can  understand  what 
Colonel  Anderson  did  for  me  and  the  other  boys  of  Allegheny. 
Is  it  any  wonder  that  I  resolved  that  if  surplus  wealth  ever 
came  to  me,  I  should  use  it  in  imitating  my  benefactor  ?" 

This  early  resolution  has  been  carried  out  by  establishing 
nearly  two  hundred  libraries,  institutes,  museums,  music  halls, 
art  galleries,  observatories,  and  technical  schools,  varying  in 
number  from  one  each  in  several  of  the  states,  with  a  gift  of 
$15,000  to  each,  to  the  sixty-five  branch  libraries  in  New  York 
City,  by  a  gift  of  $5,200,000.  His  gifts  have  been  distributed 
to  twenty-seven  states  of  the  Union ;  to  Ireland,  one ;  to  England, 
two ;  and  to  Scotland,  twenty-one.  He  is  not  an  indiscriminate 
philanthropist,  for,  as  he  says,  "you  cannot  push  any  one  up 
a  ladder  unless  he  be  willing  to  climb  a  little  himself.  When 
you  stop  boosting,  he  falls,  to  his  injury."  Consequently,  he 
invariably  makes  the  stipulation  in  his  gift  that  the  library 
which  he  builds  shall  be  supported  by  the  people  and  be  man- 
aged for  the  whole  community.  There  are  no  other  conditions. 
After  the  money  is  promised,  the  plans  and  estimates  are  made, 
and  after  their  approval  by  the  town,  are  sent  to  Mr.  Carnegie, 
who  directs  that  the  drafts  of  the  town  to  pay  for  the  building 
as  it  progresses  be  honored  as  presented. 

Mr.  Carnegie's  love  for  music  has  led  him  to  present 
organs  to  three  hundred  churches  or  more.  The  day  after  be 
sailed  for  Europe  in  March,  this  year,  it  was  announced  that 
he  had  made  a  gift  of  $1,000,000  for  library  purposes  to  St. 
Louis;  $5,200,000  for  a  like  purpose  to  New  York  City,  and 
$5,000,000  as  a  fund  for  the  care  and  relief  of  superannuated 
and  disabled  employees  of  the  Carnegie  Company,  and  for  the 
maintenance  of  the  libraries  ast  Braddock,  Homestead  and  Du 
Quesne.  It  was  also  announced  that  plans  were  being  pre- 
pared for  the  building  of  the   greatest   technical   school   in 


THE   UNITED    STATES    STEEL   CORPORATION.  19 

the  world  to  be  located  at  Pittsburg,  and  endowed 
with  $25,000,000  by  him;  and,  as  he  says,  he  has  "just 
begun  to  give."^  In  this  way  he  proposes  to  carry  out 
the  resolution  made  "in  youth  to  retire  early  from  business  and 
devote  his  mature  powers  to  doing  good."  His  "Gospel  of 
Wealth"  is  that  the  "saddest  of  all  spectacles  is  that  of  an 
elderly  man  occupying  his  last  years  in  grasping  for  more  dol- 
lars." "That  individualism  will  continue,  but  the  millionaire 
will  be  only  a  trustee  for  the  poor."  "That  the  man  possessed 
of  millions  of  available  wealth,  free  in  his  hands  ready  to  be 
distributed"  (not  stricken  down  in  the  midst  of  business  from 
which  his  capital  cannot  be  withdrawn)  "will  <Jie  disgraced." 
That  surplus  wealth  is  "a  sacred  trust  to  be  administered  by 
its  possessor  into  whose  hands  it  flows,  for  the  highest  good  of 
the  people." 

Such  is  this  man,  or,  as  Mr.  Lanier  says,  "a  sturdy,  force- 
ful, large-minded  man,  putting  the  whole  energy  of  his  nature 
into  carrying  out  great  enterprises,  or  playing  golf,  or  writing 
books,  or  fishing,  or  coaching,  or  placing  the  means  of  self- 
education  within  the  reach  of  millions  of  his  fellow-men." 

These  two  men,  Mr.  Carnegie  and  Mr.  Morgan,  show  the 
same  strong  characteristics  in  their  pastimes,  Mr.  Carnegie's 
being  golf,  and  Mr.  Morgan's  yachting.  Mr.  Carnegie  is  a 
golf  enthusiast,  a  frequent  player  at  the  great  St.  Andrews' 
links,  has  a  private  course  at  Skibo  Castle,  laments  that  he  had 
not  begun  to  play  when  he  was  a  telegraph  boy  at  Pittsburg; 
has  been  heard  to  say  that  for  the  joy  of  making  such  drives 
as  he  has  seen  made  in  "teeing  off,"  $10,000  would  be  cheap. 
"No  tremendous  event  in  the  steel  world  is  like  "breaking  his 
record"  by  five  strokes.  In  fact,  to  him,  as  he  jokingly  declares, 
golf  is  the  "only  serious  business  of  life." 

Mr.  Morgan  does  his  yachting  through  a  syndicate,  as  a 
matter  of  course.     Perhaps  he  could  not  do  otherwise.  For 

1  Since  the  above  was  written,  Mr.  Carnegie  has  given  $10,000,000 
to  the  Scotch  Universities  (Rev.  of  Rev.,  June,  1901,  p.  665,  July,  1901, 
p.  19);  he  has  also  given  $750,000  to  the  City  of  Detroit  for  library 
purposes. 


20  THE    UNITED    STATES    STEEL    CORPORATION. 

nearly  ten  years  the  yachts — the  Vigilant,  the  Defender  and 
the  Columbia — owned  by  his  syndicate,  have  kept  the  ^ ^Hun- 
dred Guinea  Cup"  upon  this  side  of  the  Atlantic  Ocean. 

3.     Why  it  was  formed. 

Of  course,  many  causes  and  conditions  could  be  mentioned 
that  led  to  the  formation  of  this  corporation;  but  perhaps  the 
principal  ones  can  be  enumerated  as  (1)  the  great  tendency  in 
the  last  few  years  to  consolidate  similar  interests;  (2)  the 
condition  of  the  money  market;  (3)  Mr.  Carnegie's  wish  to 
retire  from  business;  (4)  the  prevention  of  competition;  (5) 
the  prospects  of  profits. 

(1)  As  to  the  first. — The  tendency  to  consolidation — a 
few  figures  are  significant:^  prior  to  1887,  the  total  capitaliza- 
tion of  all  the  ^'industrial  corporations"  having  more  than 
$1,000,000  capital  each,  was  $170,000,000.  During  the  eleven 
years  following,  eighty-six  new  companies,  with  a  total  capital- 
ization of  $1,414,000,000,  or  an  average  of  sixteen  and  one-half 
millions  each,  were  formed,  and  during  the  three  years,  1898, 
1899,  1900,  one  hundred  and  forty-nine  such  companies,  with 
a  total  capitalization  of  $3,784,000,000,  or  an  average  of  nearly 
thirty-six  millions  each,  were  formed ;  the  capitalization  of  the 
last  three  years  is  more  than  two  and  one-half  times  that  of  the 
eleven  years  preceding. 

(2)  As  to  the  money  market. — There  has  never  been  so 
great  activity  before  as  within  the  past  fifteen  months,  and 
particularly  since  last  December.  In  ITovember,  1900,  there 
were  $474,000,000  gold  in  the  l^ational  Treasury,  the  greatest 
held  by  any  government.^  The  money  in  circulation  had  in- 
creased nine  per  cent  within  the  year,  and  nearly  thirty-one 
per  cent  since  1896.^  From  1896  to  1900  our  imports  in- 
creased seventy  millions,  or  about  nine  per  cent,  while  our 
exports  increased  five  hundred  and  seven  millions,  or  nearly 
sixty  per  cent.     Of  this  increase,  manufactured  exports  made 

2  These  figures  are  compiled  from  statistics  given  in  Article  by 
Luther  Conant,  Jr.,  in  Quar.  Pub.  Am.  Statist.  Assn.  (N.  S.),  Vol.  7, 
No.  53,  March,  1901. 

8  N.  Y.  Independent,  Dec.  20,  1900,  p.  3066.  *  Ibid. 


THE    UNITED    STATES    STEEL    CORPORATION.  21 

up  two  hundred  and  five  millions,  -a  ninety  per  cent  increase,^ 
and  the  gains  have  been  largely  in  the  products  of  iron  and 
steel,  which  have  more  than  doubled  since  1897,  and  in  the 
past  year  the  exports  of  steel  rails  rose  from  $6,000,000  in 
1899,  to  $11,000,000  in  1900.«  In  1896  our  total  exports  were 
about  $100,000,000  more  than  imports  j  but  in  the  four  years 
since,  the  excess  has  averaged  over  $500,000,000,  annually, mak- 
ing a  balance  in  our  favor  of  more  than  $2,000,000,000  for  the 
four  years,  and  the  tide  was  still  rising^  'New  York  City's 
supremacy  in  the  United  States  is  without  question.  The 
forty-four  National  banks  of  the  city  loan  nearly  one-fourth 
of  the  $2,686,700,000  loaned  by  all  the  3,871  :N'ational  banks  of 
the  United  States  in  September,  1900.  They  had  one-tenth  of  all 
the  capital,  one-sixth  of  the  surplus,  nearly  one-fourth  of 
the  deposits,  and  two-fifths  of  all  the  gold,  silver,  certificates, 
and  legal  tender  notes  held  by  all  the  E'ational  banks.^ 

The  bank  clearings  of  New  York  City  for  1900  were  five- 
eighths  of  all  of  the  $84,500,000,000  for  the  United  States,^  and 
have  increased  over  forty  per  cent  since  1896,  and  now  exceed 
those  of  London  by  twenty-five  per  cent.^^  The  daily  high  water 
marks  at  the  clearing  house  have  risen  from  $352,900,000, 
April  11,  1899,  to  $353,500,000,  November  20,  1900;  then 
to  $364,000,000,  December  27,  1900;  then  $428,000,000, 
January  2,  1901;  then  $445,000,000  April  16th;  then  $547,- 
000,000  April  23d ;  and  in  no  week  in  the  year  has  the  daily 
average  of  the  clearing  houses  in  London  exceeded  $200,000,- 
000.^^  In  the  year  ending  December  1,  1900,  the  New  York 
Clearing  House  banks^^  increased  their  capital  from  $59,000,- 
000  to  $74,000,000 ;  their  surplus  from  $79,000,000  to  $90,- 
000,000 ;  their  loans  and  discounts  from  $682,000,000  to  $804,- 

6  Statist.  Ab.,  1900,  pp.  186-7. 

6  N.  Y.  Independent,  Feb'y  14,  1901,  p.  407. 

7  N.  Y.  Independent,  Dec.  20,  1900;    Statist.  Ab.,  1900,  p.  82. 

8  Statist.  Ab.,  1900,  pp.  53-56. 
»Ibid.,  pp.  61-64. 

10  N.  Y.  Independent,  Dec.  20,  1900,  p.  3066. 

11 N.  Y.  Independent,  Jan'y  10,  1901,  p.  118,  and  May  2,  1901,  p.  1042. 

12  N.  Y.  Independent,  Dec.  20,  1900,  p.  3066. 


22  THE   UNITED    STATES    STEEL    CORPORATION. 

000,000;  their  circulation  from  $16,500,000  to  $30,700,000, 
and  their  net  deposits  from  $748,000,000  to  $864,000,000.^^ 
The  values  of  the  shares  transferred  upon  the  stock  exchange 
increased  from  $3,300,000,000  in  1896  to  more  than  $12,000,- 
000,000  in  1900.^*  The  daily  "high  water  mark''  here  has 
been  frequently  raised  during  the  year.  On  November  19, 
1900,  the  highest  daily  sales  ever  before  made  were  1,700,000 
shares,^^  but  April  22,  1901,  this  was  raised  to  2,392,737 
shares,  and  on  April  29th  the  record  was  raised  to  over  2,760,- 
000  shares,^^  and  on  April  30th  it  went  to  3,270,851  shares.^^ 
The  price  of  a  seat  on  the  stock  exchange,  $4,000  in  1878, 
went  to  $37,000  in  1883 ;  then  remained  below  $20,000  prior  to 
1898.  In  the  early  summer  of  1900  a  seat  could  be  had  for 
$35,000.  Then  it  went  to  $41,500  (July,  1900)  j^^  then  $47,- 
000  (i^ovember,  1900);  then  $50,500  (December,  1900); 
then  $52,000  (March,  1901);  then  $55,000,  then  $58,- 
000,  then  $62,000,  then  $65,000  (in  April,  1901),^^ 
then  $71,000  about  May  10,  1901.20  In  addition  to 
financing  the  great  corporate  trusts  formed  in  the  last 
three  years,  many  of  which  required  enormous  amounts  of 
cash  to  carry  them  through,  as,  for  instance,  the  American 
Steel  and  Wire  Company,  which  required  $28,000,000  cash,^! 
and  the  new  United  States  Steel  Corporation,  $25,000,000,^2 
and  many  others  large  amounts,  New  York  has  loaned  at  least 
$150,000,000^3  to  foreign  governments  and  municipalities,  in- 
cluding Mexico,  Sweden,  Germany,  and  parts  of  three  or  four 
loans  to  England.     In  nearly  every  case  the  subscriptions  to 

13  N.  Y.  Independent,  Dec.  20,  1900,  p.  3067. 
1*  Ibid. 

15  Ibid.,  Nov.  22,  1900. 

16  Detroit  Free  Press.  Apr.  30,  1901. 

17  N.  Y.  Independent,  May  16,  1901. 

18  N.  Y.  Independent,  Dec.  27,  1900. 

19  N.  Y.  Independent,  May  2,  1901. 

20  N.  Y.  Independent,  May  16,  1901,  p.  1158. 

21  Com.  &  Fin.  Chr.,  Vol.  68,  p.  83,  Jan'y  14,  1899;   also  circular  letter 
to  shareholders,  Jan'y  7,  1899,  Vol.  85,  Age  of  Steel,  p.  16. 

22  Circular  of  J.  P.  Morgan  &  Co.,  March  2,  1901. 

23  N.  Y.  Independent,  Dec.  20,  1900,  and  May  9,  1901. 


THE    UNITED    STATES    STEEL    CORPORATION.  23 

these  (most  of  them  being  four  per  cent  gold  loans)  were 
greatly  in  excess  of  the  allowance  to  this  country — and  in  case 
of  the  English  Exchequer  three  per  cent  loans  at  98,  $55,000,- 

000  were  subscribed  in  half  an  hour,  nearly  twice  the  allowance 
to  this  country.  All  of  these  show  the  enormous  activity  of  the 
money  market,  and  the  pressure  for  investment.  The  "indus- 
trials," as  they  are  called,  that  is,  the  shares  of  these  great 
manufacturing  corporations,  have  shown  their  earning  capacity 
to  an  extent  that  has  satisfied  not  merely  speculators,  but  the 
conservative  bankers,  so  they  have  been  ready  to  finance  promis- 
ing schemes.  These  conditions  in  New  York  forcing  it  almost 
to  the  foremost  place  in  the  financial  world,  made  the  great 
capitalization  of  the  United  States  Steel  Corporation  possible 
and  comparatively  easy. 

(3)  Mr,  Carnegie  s  desire  to  retire. — Another  contribut- 
ing cause  unquestionably  was  Mr.  Carnegie's  intention  to  re- 
tire and  devote  himself  to  other  things.  This  was  in  accord- 
ance with  a  resolution  of  his  youth ;  but  with  his  characteristic 
business  capacity  he  proposed  to  control  the  conditions  of  his 
retirement,  and,  as  it  were,  make  the  most  of  his  opportuni- 
ties. This  he  certainly  did  with  great  success.  About  two 
years  ago,  early  in  1899,  for  $1,170,000  he  gave  a  ninety  day 
option  to  sell  his  58-i  per  cent  interest  in  the  Carnegie  Steel 
Company  for  $157,950,000.  The  parties  not  being  able  to 
complete  the  deal  within  the  ninety  days,  Mr.  Carnegie  took  the 
$1,170,000  and  refused  to  renew  the  option.^*  This  was  a 
pretty  fair  salary  of  $13,000  per  day — for  not  selling  to  any  one 
else  for  ninety  days.  He  is  quoted  as  saying:  "I  felt  the 
option  was  not  enough.     I  was  asked  to  give  an  extension,  but 

1  declined  to  give  it  on  any  terms.  The  whole  matter  then  fell 
through.  Next  time,  instead  of  $1,000,000  for  the  option, 
I  shall  want  $5,000,000.^25  He  unquestionably  set  about, 
to  use  a  stock  exchange  expression,  "to  bull  the  market,"  for  the 
Carnegie  Steel  Company — and  in  this  attitude  his  enormous 
wealth,  tremendous  activity,  and  complete  mastery  of  the  iron 

24  Iron  Age,  Feb'y  15,  1900,  pp.  23-4;  Ibid.,  March  15,  1901,  p.  14  et  seq. 

25  Com.  &  Fin.  Chr.,  Nov.  25,  1899,  Vol.  69,  p.  1105. 


24  THE    UNITED    STATES    STEEL    CORPORATION. 

and  steel  business  gave  him  about  the  same  position  that  his 
illustrious  fabled  bovine  predecessor  occupied  in  the  China 
shop.  At  any  event,  he  met  with  his  usual  success,  for  it  is  cer- 
tain that  in  the  final  deal  with  the  United  States  Steel  Corpo- 
ration he  got  nearly  double  what  he  would  have  obtained  under 
the  former  offer.  What  he  did  is  an  interesting  story,  and 
makes  up  the  fourth  cause — ^the  competition  that  was  to  be  pre- 
vented. 

(4)  Prevention  of  competition. — Those  familiar  with  the 
iron  trade  had  a  vivid  recollection  of  how,  a  few  years  ago,  ^Ir. 
Carnegie  broke  the  steel  beam  combination  and  brought  prices 
down  nearly  forty  per  cent  because  they  did  not  agi'ee  with 
him.^^  The  option  of  Mr.  Carnegie  expired  in  May,  1899.  At 
this  time  there  were  in  existence  the  Federal  Steel  Company 
(a  Morgan  interest),  the  National  Steel  Company  (a  Moore 
interest),  both  engaged  in  making  pig  iron,  steel  ingots,  billets, 
etc.,  to  be  sold  to  others  for  making  into  finished  products,  and 
coming  directly  in  competition  with  Mr.  Carnegie.  These  com- 
panies also  had  their  own  means  of  lake  transportation.  The 
American  Steel  and  Wire  Company,  which  made  finished 
products  in  the  shape  of  rods,  wire  and  nails,  had  also  from 
the  beginning  adopted  the  plan  of  making  its  own  pig  iron  and 
steel  from  the  ore,  and  also  providing  its  own  means  of  trans- 
portation of  ore,  coal,  coke,  etc.,  from  its  mines  to  its  manu- 
facturing plant.  In  this  way  it  came  into  competition  with 
Mr.  Carnegie.  Then  there  was  the  I^ational  Tube  Company 
(a  Morgan  interest),  without  mines  and  not  makers  of  its  own 
raw  material,  but  with  a  possibility  of  obtaining  much  of  this 
from  the  Federal  Steel  Company.  Then  there  were  also  the 
other  Moore  interests,  the  American  Tin  Plate,  and  American 
Steel  Hoop  Companies,  making  finished  products  but  to  some 
extent  providing  their  own  raw  material,  or  able  to  obtain  most 
of  it  from  the  allied  National  Steel  Company.  All  of  these 
users  of  raw  material  were  so  closely  allied  with  the  makers 
of  the  raw  material  as  to  materially  threaten  the  market  for 
much  of  the  steel  made  by  the  Carnegie  Steel  Company. 

26  N.  Y.  Independent,  Jan'y  17,  1901. 


THE   UNITED    STATES    STEEL    CORPORATION.  25 

111  August,  1899,  this  company  finished  six  open  hearth  50- 
ton  furnaces,  and  announced  it  would  build  four  additional 
ones  immediately.^^  About  the  same  time  it  complained  that 
the  railroad  rates  it  had  to  pay  to  have  its  2,000,000  tons  of 
iron  ore  transported  from  its  mines  to  the  lake  ports  (part  over 
Rockefeller  railroads)  were  too  high,  and  so  it  incorporated 
a  railroad  company  with  $1,000,000  capital  to  build  lines 
from  its  mines  to  lake  ports  in  Minnesota.^^  A  week  later  it 
took  options  upon  the  Aurora  Iron  Mining  Company's  stock 
in  Michigan.^^  In  October  it  was  announced  that  Mr.  Car- 
negie had  ordered  seven  new  8,000-ton  steel  steamers,  and  re- 
tained the  American  Shipbuilding  Company  to  build  for  the 
Carnegie  Company  alone  till  May  1,  1901.^^  November  lOtli 
the  Pittsburg  Steamship  Company,  with  $30,000,000  capital, 
was  incorporated  by  the  Carnegie  people  in  West  Virginia,  to 
operate  upon  the  great  lakes.^^  All  of  these  steps  were  taken 
to  successfully  compete  with  the  Rockefeller  interest  in  secur- 
ing the  iron  ore  traffic  of  the  great  lakes.  The  early  part  of 
1900  was  taken  up  by  the  difficulties  with  Mr.  Frick, 
which  finally  resulted  in  the  formation  of  the  Carnegie  Com- 
pany, with  a  capital  of  $320,000,000  in  stock  and  bonds ;  and  in 
July,  $10,000,000  were  spent  in  making  improvements  in  the 
plants  at  Pittsburg,  enabling  the  company  to  make  one-fifth 
of  the  pig  iron  and  one-fourth  of  the  Bessemer  steel  made  in 
the  United  States.^^  July  28th  it  was  announced  that  the 
Company  will  soon  break  ground  for  the  erection  of  a  rod  mill 
to  roll  rods  of  all  kinds  for  the  trade,  the  mill  to  be  the  largest 
ever  built,  and  to  manufacture  hoops  and  bands  also^^ — a  blow 
straight  at  the  American  Steel  and  Wire  Company,  and  the 
American  Steel  Hoop  Company.  Then,  in  September,  it  was 
announced  that  the  Company  would  build  its  own  railroad 
from  Pittsburg  to  tide  water.^*     Something  of  its  character,  if 

27  Com.  &  Fin.  Chr.,  Aug.  19,  1899,  Vol.  69,  p.  387. 

28  Ibid.,  Vol.  69,  p.  542,  Sept  9,  1899. 
2»  Ibid. 

80  Ibid.,  Oct.  21,  1899,  Vol.  69,  p.  853. 

81  Ibid.,  Nov.  18,  1899,  Vol.  69,  p.  1066. 
32  Ibid.,  July  14,  1900,  Vol.  71,  p.  86. 

83  Com.  &  Fin.  Ch.,  July  28,  1900,  Vol.  71,  p.  184. 

84  Ibid.,  Sept.  22,  1900,  Vol.  71,  p.  603. 


26  THE   UNITED   STATES    STEEL   CORPORATION. 

built,  could  be  judged  from  the  line  already  built  from  Pitts- 
burg to  Lake  Erie — 150  miles,  double  track,  laid  with  the 
heaviest  rail  and  equipped  with  the  largest  locomotives  and 
steel  cars  in  the  world,  and  with  the  greatest  machinery  to 
unload  coal  from  cars  into  vessels,  and  unload  iron  ore  from 
vessels  into  cars,  ever  constructed, — ^lifting  from  the  track 
bodily  50-ton  coal  cars  filled  with  coal,  emptying  them  at  one 
time  into  vessels,  replacing  them  on  the  track,  and  then,  by 
huge  steam  shovels,  holding  ten  tons  at  one  time,  filling  them 
with  iron  ore  from  the  vessels.^^ 

On  January  9,  1901,  it  was  announced  that  Mr.  Carnegie 
intended  "to  build  the  largest  pipe  and  tube  manufacturing 
plant  in  the  world  at  Conneaut  Harbor,  Ohio,  the  Lake  Erie 
terminal  of  the  Carnegie  road  to  Pittsburg.  Five  thousand 
acres  of  land  immediately  east  of  the  Conneaut  Harbor  docks 
have  been  purchased.  The  investment,  exclusive  of  ground, 
will  reach  $12,000,000,  and  consists  of  two  or  four  blast 
furnaces,  the  largest  ever  built,  110  to  115  feet  high  and  25  feet 
in  diameter,  and  able  to  turn  out  700  to  800  tons  of  metal  per 
day — possibly  1,000;  also  a  basic  open-hearth  steel  plant  of 
twenty  50-ton  furnaces,  all  with  annual  capacity  of  1,000,000 
tons  tubular  goods,  and  with  a  motive  power  of  electricity."^* 

This  was  certainly  to  be  a  direct  invasion  of  the  exclusive 
field  of  the  National  Tube  Company  (a  Morgan  interest). 
About  the  same  time  Mr.  Carnegie  publicly  announced  that 
"henceforth  there  can  be  only  one  profit  from  the  ore  to  the 
finished  material,"^^  to  be  the  settled  policy  of  his  great  com- 
pany. If  this  meant  anything,  it  meant  a  threatened  war  of 
competition,  which  would  be  a  battle  royal  between  giants.^^ 
All  of  these  facts  make  it  reasonably  certain  that  the  New  York 
Times  stated  correctly  the  main  cause  for  the  formation  of  the 
United  States  Steel  Corporation,  when  it  said:     "Those  who 

«5  w.  P.  McCIure,  The  Steel  Trust  on  the  Great  Lakes,  Rev.  of  Rev.. 
May,  1901,  p.  560,  on  563.    See  also  Rev.  of  Rev.,  March,  1901,  p.  278. 
«« Iron  Age,  Jan'y  10,  1901. 
87  Iron  Age,  Jan'y  24,  1901. 
ssThe  Editorial  in  the  Iron  Age,  Jan'y  24,  1901,  discounts  this  view. 


THB   UNITED   STATES   STEEL   CORPORATION.  27 

know  the  facts  understand  that  it  has  been  formed  primarily 
to  eliminate  Mr.  Carnegie  from  the  trade.  His  competitors 
are  tired  of  dancing  to  the  music  of  his  bag-pipes,  and  could 
make  no  plans  for  their  own  protection  until  his  vast  capital 
and  masterful  intelligence  were  devoted  to  philanthropy,  rather 
than  to  business.  "^^ 

(5)  Prospects  of  profits, — ^But,  in  addition  to  this,  there 
was  a  safe  probability  that  the  combination,  aside  from 
eliminating  undesirable  competition,  could  be  made  to  pay 
large  dividends.  As  Mr.  Morgan  states  in  his  circular'  of 
March  2,  1901:  "Statements  furnished  us  *  *  *  show 
that  the  aggregate  of  the  net  earnings  of  all  the  companies  for 
the  calendar  year  1900  was  amply  sufficient  to  pay  dividends 
on  both  classes  of  the  new  stocks,  besides  making  provision  for 
sinking  funds  and  maintenance  of  properties.  It  is  expected 
that  by  the  consummation  of  the  proposed  arrangement,  the 
necessity  of  large  deductions  heretofore  made  on  account  of 
expenditures  for  improvements  will  be  avoided,  the  amount 
of  earnings  applicable  to  dividends  will  be  substantially  in- 
creased and  greater  stability  of  investment  will  be  assured, 
without  necessarily  increasing  the  prices  of  manufactured 
products."*^^ 

4.       How  FORMED. 

It  is  difficult  to  say  exactly  what  steps  were  taken  in  the 
formation  of  the  corporation  by  one  who  was  not  on  the  inside, 
yet  the  methods  of  many  of  the  leading  parties  in  interest  in 
forming  other  combinations  of  a  similar  kind  have  been 
described  by  them  in  their  testimony  before  the  Industrial 
Commission,  and  elsewhere,  so  that  a  pretty  fair  idea  can  be 
formed  as  to  how  this  was  accomplished.  This  is  especially 
true  as  to  the  Federal  Steel  Company,  The  National  Tube  Com- 
pany, The  American  Steel  and  Wire  Company,  and  the 
"Moore"  Companies.  But  from  Mr.  Morgan's  circulars  there 
is  considerable  definite  information  to  be  obtained,  and  the 
steps  there  set  forth  are  clearly  these: 

«»  As  quoted  In  World's  Work,  April,  1901,  p.  618. 
*o  Circular,  J.  P.  Morgan  &  Co..  March  2.  1901. 


28  THE   UNITED    STATES   STEEL   CORPORATION. 

(1)  The  organization  of  the  corporation  itself  in  'New  Jer- 
sey, with  three  stockholders  and  $3,000  capital  stock,  with 
power  to  increase  to  $1,100,000,000,  and  to  acquire  by  pur- 
chase, subscription,  or  otherwise,  and  to  hold  or  to  dispose 
of  stocks,  bonds,  or  any  other  obligation  of  any  corporation 
formed  "for  any  of  the  kinds  of  business  of  which  the  steel 
corporation  was  formed  to  engage  in.'^^^ 

(2)  The  formation  of  a  syndicate,  "comprising  leading 
financial  interests  throughout  the  United  States  and  Europe," 
of  which  J.  P.  Morgan  &  Co.  were  made  managers,  "formed  by 
subscribers  to  the  amount  of  $200,000,000,"  including  J.  P. 
Morgan  &  Co.,  and  many  large  stockholders  of  the  several  com- 
panies "to  carry  out  the  arrangement  *  *  *  and  to  pro- 
vide the  sum  in  cash  and  the  financial  support  required  for 
that  purpose."*^ 

(3)  The  maJcing  of  a  contract  hy  a  syndicate  (through  J. 
P.  Morgan  &  Co.)  with  the  United  States  Steel  Corporation, 
"under  which  the  latter  is  to  issue  and  deliver  its  preferred 
and  its  common  stock  and  its  ^ve  per  cent  gold  bonds  [amount- 
ing to  $1,404,000,000]  in  consideration  for  stocks  of  the  com- 
panies to  be  brought  into  the  combination,"  "and  the  sum  of 
$25,000,000  in  cash." 

(4)  The  securing  hy  the  syndicate  of  the  stoch  and  bonds 
of  the  companies  to  be  consolidated,  the  total  amount  outstand- 
ing being  about  $912,000,000,  including  those  of  the  Ameri- 
can Bridge  Company  and  the  Lake  Superior  Consolidated 
Iron  Mines.  But  it  seems  that  none  of  the  outstanding  or 
guaranteed  bonds  of  any  of  the  companies  except  the  $160,000,- 
000  bonds  of  the  Carnegie  Company  were  to  be  acquired,  thus 
reducing  the  total  $45,000,000,  leaving  $867,000,000  to  be  ac- 
quired. 

(A)  Of  the  Carnegie  Company. — To  do  this  it  first  ar- 
ranged "for  the  acquisition  of  substantially  all  the  bonds  and 
stock  of  the  Carnegie  Company,  including  Mr.  Carnegie's  hold- 
ings"— amounting  to  $320,000,000,  face  value,  "the  bonds  of 

41  Circular,  J.  P.  Morgan  &  Co.,  March  2,  1901;    Charter  Art.  III.,    H  9. 
*2  Circular,  J.  P.  Morgan  &  Co.,  March  2,  1901. 


THE   UNITED   STATES    STEEL   CORPORATION.  29 

the  United  States  Steel  Corporation  (amounting  to  $304,000,- 
000)  to  be  used  only  to  acquire  bonds,  and  sixty  per  cent  of  the 
stock  (amounting  to  $256,000,000  face  value)  of  the  Carnegie 
Company.*^ 

"No  official  statement  has  been  made  of  the  number  of  new 
shares  issued  for  the  stock  of  the  Carnegie  Company.  In  fact, 
when  Mr.  Morgan  was  asked  as  to  the  terms  of  exchange  of  the 
Carnegie  stock  and  bonds,  he  laconically  intimated  that  this 
was  a  matter  which  concerned  the  stockholders  and  bondhold- 
ers of  the  Carnegie  Company.^*  Unofficial  statements  have 
put  this  at  $163,400,000  of  preferred,  and  $155,200,000  com- 
mon stock,  and  $304,000,000  in  bonds,  or  $622,600,000  for  the 
three  hundred  and  twenty  millions  of  stock  and  bonds  of  the 
Carnegie  Company.  This  perhaps  is  approximately  correct,*^ 
although  even  to  the  other  companies  concerned  the  Carnegie 
deal  was  largely  a  blind  pool.*^ 

(B)  Of  the  other  companies. — A  public  offer  was  then 
made,  March  2,  1901,  by  the  syndicate  to  the  stockholders  of 
the  other  companies  to  give  to  them  in  exchange  for  their  shares 
of  stock,  shares  of  stock  in  the  new  Steel  Corporation  as  fol- 
lows ;  To  the  stockholders  of  the  Federal  Steel  Company,  for 
every  100  shares  of  preferred,  110  shares  of  the  preferred  stock 
of  the  United  States  Steel  Corporation;  for  each  100  shares 
of  common  stock,  4  shares  of  preferred  and  lOT-J  shares  of  the 
common  stock  of  the  new  Steel  Corporation;  for  100  shares 
preferred  of  American  Steel  and  Wire  Company,  117 J  shares 
of  new  preferred;  for  100  shares  of  common,  102J  shares  of 
new  common ;  for  100  shares  preferred  of  National  Tube  Com- 
pany, 125  shares  of  new  preferred;  for  100  shares  of  common 
8  8-10  shares  of  new  preferred  and  125  shares  of  new  common ; 
for  100  shares  preferred  I^ational  Steel,  125  shares  of  new  pre- 
ferred, and  for  100  shares  of  common,  125  shares  of  new  com- 

43  Circular,  J.  P.  Morgan  &  Co.,  March  2,  1901. 

44  Bulletin  of  Am.  I.  &  S.  Assn.,  March  10,  1901,  p.  34. 

45  Com.  &  Fin.  Chr.  Supp.,  April  27,  1901.  But  see  Cosmopolitan 
Magazine,  May,  1901,  p.  39  (C.  S.  Gleed);  and  Rev.  of  Rev.,  March, 
1901,  p.  278;    Age  of  Steel,  March  2,  1901. 

46  Com.  &  Fin.  Chr.,  Vol.  72,  p.  341,  Feb'y  16,  1901. 


30  THE   UNITED    STATES    STEEL   CORPORATION. 

mon;  for  100  shares  preferred  of  American  Tin  Plate,  125 
shares  of  new  preferred;  and  for  100  shares  of  common,  20 
shares  of  new  preferred,  and  125  shares  of  common ;  and  for  100 
shares  of  the  preferred  and  common,  in  each  of  the  American 
Steel  Hoop,  and  American  Sheet  Steel  Companies,  100  shares 
of  new  preferred  and  new  common,  respectively.  For  100 
shares  preferred  of  the  American  Bridge  Company,  110  shares 
of  new  preferred,  and  for  100  shares  common  105  shares  new 
common;  for  each  100  shares  of  Lake  Superior  Consolidated 
Iron  Mines  (it  having  no  preferred  stock)  135  shares  of  the 
new  preferred  and  135  shares  of  new  common.^  These  alto- 
gether make  $1,297,000,000  of  new  stock  and  bonds  for  the 
$867,000,000  of  the  stock  of  the  old  companies  and  the  bonds 
of  the  Carnegie  Company.  The  stocks  of  the  companies  (other 
than  the  Carnegie,  which  was  acquired  before  the  public  offer 
to  the  other  companies  was  made)  were  directed  to  be  deposited 
by  those  accepting  the  offer,  with  ten  designated  banks  and 
trust  companies,  prior  to  March  20th  (afterwards  extended  to 
April  1st,  and  April  15th,  in  case  of  Bridge  and  Mines  com- 
panies), indorsed  "by  suitable  assignments  and  powers  of  attor- 
ney in  blank,"  and  the  trust  companies  were  to  issue  "trans- 
ferable receipts,"  to  be  listed  on  the  stock  exchange,  in  exchange 
for  all  shares  to  be  deposited.  The  deposit  of  shares  was  to  be 
upon  the  following  conditions : 
(C)     Conditions  Imposed, 

(a)  Full  power, — Morgan  &  Co.  to  have  full  power  over 
them,  including  power  to  deliver  them  to  United  States  Steel 
Corporation  in  consideration  of  the  issue  of  its  shares,  to  be 
delivered  at  an  office  to  be  designated  by  advertisement  in  two 
'New  York  City  papers,  and  issued  in  the  name  of  the  receipt 
holders,  or  to  anyone  else  selected  by  Morgan  &  Co.,  in 
which  case  they  were  to  be  indorsed  for  transfer  in  blank  at 
time  of  delivery  and  with  proper  assignments  of  dividends  upon 
common  stocks  declared  or  payable  after  March  1,  1901.^ 

(b)  Irrevocable, — ^At  any  time  before  two-thirds  of  the 

1  Circular,  J.  P.  Morgan  &  Co.,  Apr.  2,  1901. 
a  Circular,  March  2,  1901. 


THE   UNITED    STATES    STEEL   CORPORATION.  31 

outstanding  shares  of  any  one  of  the  companies  were  delivered, 
although  each  deposit  of  shares  was  to  be  irrevocable  as  to  de- 
positor, Morgan  &  Co.  were  to  be  allowed,  in  their  discretion, 
to  withdraw  the  offer  made  to  the  shareholders  of  such  com- 
pany without  further  notice  than  advertisement  at  least  once 
in  each  of  two  daily  JSTew  York,  papers ;  the  deposited  shares 
in  such  case  to  be  returned ;  Morgan  &  Co.  to  have  the  privilege 
of  consummating  the  transaction  "irrespective  of  the  deposit 
of  the  stocks  of  any  other  company,  or  of  any  withdrawal  as 
to  any  other  company."^ 

(c)  Discretion  to  proceed  or  abandon, — Morgan  &  Co.  were 
authorized  to  proceed  with  the  proposed  transaction  whenever 
in  their  sole  judgment  a  sufficient  amount  of  the  stocks  *  *  * 
shall  have  been  deposited,  or  in  their  discretion  to  wholly  aban- 
don the  transaction,  withdraw  their  offer,  by  newspaper  notice, 
and  return  the  deposited  shares  upon  surrender  of  receipts, 
without  further  claim  of  any  kind  upon  Morgan  &  Co.* 

(d)  Amount  of  capital  stock. — The  capital  stock  of  the 
United  States  Steel  Corporation  to  be  $850,000,000— -half  to 
be  seven  per  cent  cumulative  preferred;^  afterwards,  when  it 
was  concluded  to  take  in  the  American  Bridge  Company  and  the 
Lake  Superior  Consolidated  Iron  Mines,  increased  to  $1,100,- 
000,000 — half  to  be  seven  per  cent  cumulative  preferred^  and 
$304,000,000  five  per  cent  gold  bonds. "^  The  company  first  ap- 
propriated $425,000,000  of  preferred,  and  the  same  amount  of 
common,  and  $304,000,000  to  acquiring  control  of  all  the  com- 
panies except  the  Bridge  Company,  and  the  Lake  Superior 
Consolidated  Iron  Mines, — and  it  proposed  to  issue  the  re- 
mainder for  obtaining  the  control  of  these  two  companies  and 
"for  future  requirements  and  acquisitions."® 

(e)  Plan  of  organization  and  form  of  securities, — The 
forms  of  bonds  and  stocks,  and  the  entire  plan  of  organization 
and  management,  to  be  determined  by  Morgan  &  Co.,  and  no 
depositor  or  holder  of  any  receipt  for  stock  "shall  have  any 

8  Ibid.  «  Circular,  April  2,  1901. 

4  Ibid.  7  Circular,  Mar.  2,  1901. 

6  Ibid.  8  Circular,  Apr.  2,  1901. 


32  THE   UNITED    STATES    STEEL    CORPORATION. 

interest  in  the  disposition  of  any  other  6f  the  shares  of  stock 
or  of  the  bonds  of  the  United  States  Steel  Corporation,  but  all 
of  the  same  delivered  to  the  syndicate,  not  required  for  the 
acquisition  of  the  control  of  the  various  companies,"  "are  to  be 
retained  by  and  to  belong  to  the  syndicate."^ 

(f)  Compensation  of  financiers, — Morgan  &  Co.  were  to 
receive  no  compensation  for  their  services  beyond  a  share  in 
any  sum  ultimately  realized  by  the  syndicate.^  ^  The  foregoing- 
calculation  would  leave  about  $106,800,000  of  the  stock  of  the 
United  States  Steel  Corporation — or  $52,600,000  preferred 
and  $54,200,000  common — in  the  hands  of  the  syndicate,  for 
which  it  was  to  turn  over  $25,000,000  cash  to  the  corporation. 

Gn  April  4th,  when  $5,000,000  of  the  preferred  and  $5,000,- 
000  of  the  common  stock  of  the  United  States  Steel  Corporation 
were  listed  upon  the  New  York  Stock  Exchange,  sales  were 
made  on  that  day  at  the  rate  of  96  for  preferred  and  48 J  for 
the  common.^ ^  At  this  rate  the  syndicate's  profits,  if  all  their 
obligations  to  the  corporation  had  been  performed,  would 
amount  to  $52,000,000,  after  paying  over  the  $25,000,000 
cash.  And  at  the  prices  May  1,  lOlf  preferred,  and  54i  for 
common,  the  profit  would  be  over  $57,900,000.  It  is  probable, 
however,  that  some  other  obligations  were  yet  to  be  performed, 
requiring  a  few  millions — such  as  purchasing  the  stock  of  the 
Oliver  Iron  Mining  Company  and  the  Pittsburg  Steamship 
Company,  not  owned  by  the  Carnegie  Company,  and  the  pur- 
chase of  one  mine  for  $1,000,000  and  another  for  $2,000,000 
— ^while  an  option  upon  another  at  the  price  of  $8,000,000  Avas 
taken.^^  This  latter,  however,  is  reported  to  have  expired 
without  the  purchase  being  completed. 

(g)  Consummation  of  the  deal. — April  2d  it  was  an- 
nounced that  ninety-eight  per  cent  of  the  holders  of  the  stock 
in  the  several  companies  had  accepted  the  offer  above  made, 
and  the  plan  had  become  operative;  and  on  April  8th  it  was 
announced  that  these  stocks,   and  ninety-six  and  nine-tenths 

9  Circular,  Mar.  2,  1901.  lo  ibid. 

11  Iron  Age,  April  6,  1901. 

12  New  York  Independent,  April  11,  1901,  p.  862. 


THE   UNITED   STATES    STEEL   CORPORATION.  33 

per  cent  of  the  stock  and  $113,760,000  of  the  bonds  of  the 
Carnegie,  and  $25,000,000  cash  had  been  delivered  by  the 
syndicate  to  the  United  States  Trust  Company,  in  trust  for  the 
Steel  Corporation,  which  had  in  turn  issued  to  the  account 
of  the  syndicate  part  of  the  $425,000,000  preferred,  $425,000',- 
000  common  and  $304,000,000  bonds,  in  part  performance 
of  the  contract,  the  remainder  of  "said  amounts  of  stocks  and 
bonds  from  time  to  time  to  be  issued  to  the  account  of  the 
syndicate  upon  transfer  by  it  of  the  additional  stocks  of  the 
various  companies."^ ^ 

(5)     Summary  of  financial  details, — These  may  be  sum- 
marized as  follows  '}^ 

Total  stock  and  bonds  of  constituent 

companies $  911,700,000 

Total  stocks  and  bonds  of  the  United 
States  Steel  Company,  issued  for 
same.. 1,297,200,000 

Balance  in  hands  of  syndicate 106,800,000 

Net  earnings  of  the  constituent  com- 
panies        108,000,000^5 

Fixed  charges  of  the  constituent  com- 
panies         27,900,000 

Fixed  charges  of  the  new  company .. ,        53,700,000 

Estimated  value  of  properties  upon  various  bases  : 

1.  Net  earnings  capitalized  at  6  per 

cent  interest $1,800,000,000 

2.  Net  earnings  capitalized  at  10  per 

cent  interest 1,080,000,000 

18  Circular,  April  8,  1901. 

1*  See  Tables  III,  IV,  V,  infra. 

18  In  July  the  corporation  declared  its  first  dividend  1%  per  cent  on 
the  preferred  and  1  per  cent  on  the  common  stock  for  the  first  quarter, 
ending  July  1,  making  nearly  $14,000,000  to  be  paid;  the  interest  on 
the  bonds  for  the  same  time  would  be  about  $3,800,000, — making  $17,- 
800,000  to  be  provided  for  each  quarter. — N.  Y.  Independent,  July  11, 
1901,  p.  1639.  [As  these  sheets  are  being  printed,  a  statement  of  net 
earnings  comes  to  hand  as  follows:  Apr.,  $7,356,744;  May,  $9,612,349; 
June,  $9,394,747;  July,  $9,580,151;  August,  $9,810,880;  September  (esti- 
mated), $9,200,000.  Total  for  the  six  months,  $54,954,871;  dividends 
for  six  months,  $27,968,424;  interest  on  bonds,  $7,600,000;  set  aside 
for  sinking  fund,  etc.,  $7,059,705;  surplus  left,  $12,326,742.— N.  Y.  Ind., 
Oct  10,  1901,  p.  2436.] 
3 


34  THE   UNITED    STATES    STEEL   CORPORATION. 

3.  Book   estimates,    as    per  balance 

sheets,  etc $1,225,400,000 

4.  Estimated  bj  statements  made  by 

parties 673,000,000 

6.     Estimated  by  value  of  stock  on 

stock  market 761,100,000 

6.  Estimated  at  64.4  per  cent  of 
stock,  average  given  by  Indus- 
trial Commission 559,100,000 


$4,302,600,000 

Average  of  last  five  estimates 860,500,000 

Amount   of   preferred 

issued  for  same $497,400,000 

Ponds  issued 304,000,000 


$801,400,000 
Common  issued .  .   495,800,000     $1,297,200,000^« 

(6)  Water  in  stoch,^'^ — ^It  seems  very  certain  that  if  no  al- 
lowance is  made  for  "good  will,"  etc.,  from  one-half  to  four- 
sevenths  of  the  new  stock  is  water  ;^^  but  if  capitalization  is 
properly  based  <m.  the  earning  capacity  of  a  "going  concern," 
and  not  on  cost  of  reproducing  the  plants,  it  is  not  excessive — 
being  a  capitalization  of  the  earnings  at  about  seven  and  one- 
half  per  cent. 

16  It  would  seem  that  there  ought  to  be  added  to  this  the  total  stock 
and  bonds  outstanding  of  the  constituent  companies, — for  it  is  evident 
that  the  same  property  supports  both  the  new  and  the  old  capitaliza- 
tions. In  fact,  considerable  more  than  this  should  be  added  for  many 
of  the  constituent  companies  have  sub-companies,  with  outstanding 
stocks  and  bonds.  Not  taking  these  into  account,  but  only  those  of  the 
old  companies,  and  what  they  have  assumed,  together  with  the  stock 
and  bonds  of  the  new  company,  there  is  a  total  of  $2,108,900,000,  instead 
of  the  $1,297,200,000  here  given. 

17  See  note  18. 

i«I£  the  estimate  as  to  the  amount  of  ore  that  the  constituent  com- 
panies own  (from  750,000,000  to  1,000,000,000  tons  in  the  ground)  and 
if  it  is  worth  $2.00  per  ton  in  the  ground  (as  J.  W.  Gates,  chairman 
Am.  Steel  &  W.  Co.,  testified  before  the  Industrial  Commission,  Rept. 
Vol.  1,  pp.  1006,  1025),  the  value  of  the  ore  alone  would  be  from 
$1,500,000,000  to  $2,000,000,000;  this  is  almost  as  much  as  the  total 
capitalization  of  the  new  corporation  and  of  the  constituent  companies, 
$2,108,000,000. 


I 


THE    UNITED    STATES    STEEL    CORPORATION.  35 


IL    lOTDUSTEIAL  POSITIOK 
1.     Industrial  details  :^® 

Considerable  in  the  way  of  industrial  detail  has  already 
been  given,  but  more  is  necessary  for  a  fair  understanding  of 
the  situation. 

(1)  As  to  iron  ore. — The  United  States  Steel  Corporation 
controls  all  the  mines  of  the  Carnegie,  the  Federal  Steel,  the 
]N"ational  Steel,  and  the  American  Steel  &  Wire  Company, 
which,  as  President  Gates  of  the  latter  company  stated  before 
the  Industrial  Commission,^^  contained  at  least  500,000,000 
tons  of  ore ;  and  to  this  has  since  been  added  the  Eockefeller 
holdings,  which  the  Age  of  Steel  says  "represent  nearly  half 
the  iron  ore  on  the  Messabi^^  range."^^  "This  range  alone  has 
proved  up  500,000,000  tons  of  ore  lying  in  the  ground."^^ 
This  puts  the  Steel  Corporation  in  control  of  fully  three- 
fourths,  or  750,000,000  of  the  "raw  product  of  iron  ore  now 
known  to  be  in  the  ground,"  and  it  is  at  the  present  time 
negotiating  for  still  other  mines  in  the  Lake  Superior  region.^* 
Another  estimate  places  the  available  ore  owned  by  the  steel 
corporation  at  1,000,000,000  tons,^^ — enough  to  last  it  at  the 
present  rate  of  consumption  for  the  next  seventy-five  years. 

19  See  Summary  of  References,  Table  X,  infra,  as  to  the  authorities 
for  the  statements  following. 

20  Report,  Testimony.  Vol.  1,  p.  1023. 

21  This  name  is  spelled  in  various  ways. 

22  March  23,  1901,  p.  15. 

28  W.  F.  McClure  in  Rev.  of  Rev.,  May,  1901,  p.  560. 

24  Ibid. 

25  Iron  Age,  March  28,  1901.  Since  the  foregoing  was  written,  Pres. 
Schwab  has  testified  before  the  Indus.  Commission,  and  as  reported  in 
the  Iron  Age,  May  16,  1901,  p.  23,  says:  **This  company  have  over 
500,000,000  tons  of  ore  in  sight  in  the  northwest,"--"it  will  not  last 
very  long,  perhaps  sixty  years.'* 


36  THE   UNITED   STATES    STEEL   CORPORATION. 

On  this  range  "great  deposits  come  near  the  surface  of  the 
earth,  covered,  as  it  were,  by  only  a  thin  blanket  of  soil.  The 
Mesabi  ore,  which  appears  like  nothing  so  much  as  loose  red 
earth,  is  found  in  masses  on  the  slopes  of  hills,  and  virtually 
the  only  task  before  the  mine  operator  is  to  scoop  it  up  and 
load  it  into  cars  standing  on  the  siding,  which  are  run  into  the 
pit  just  as  cars  might  be  backed  into  a  stone  quarry."^^  It 
is  all  dipped  up  by  huge  steam  shovels  holding  five  tons  for 
one  shovelful,  five  of  which  fill  a  car  in  ^ve  minutes,^''^  or  less, 
after  it  has  been  "shaken  up"  by  dynamite.  These  great  shov- 
els travel  back  and  forth  in  these  ore  "diggings'^  like  locomotives 
on  a  railroad  track,^®  and  the  cost  is  not  more  than  10  cents 
per  ton.^^  The  mines  upon  the  other  ranges  are  operated 
through  the  tunneling  process. 

The  total  product  of  iron  ore  in  the  United  States  is 
approximately  25,000,000  tons,^^  of  which  20,000,000  is  pro- 
duced in  the  Lake  Superior  region,  the  other  principal  regions 
being  the  Lake  Champlain ;  the  Birmingham,  Alabama ;  and  the 
Colorado  regions,  these  together  producing  about  5,000,000 
tons  annually,  the  Alabama  region  producing  three-fifths  of 
this.^^  Of  the  Lake  Superior  product,  the  United  States  Steel 
Corporation  produces  nearly  13,000,000  tons.^^  There  are  in 
this  region  more  than  one  hundred  and  fifty  grades  of  ore,^^ 
from  as  many  or  more  mines,  but  the  steel  corporation  owns 
ninety  per  cent  of  the  output  of  the  Bessemer  steel  ore.^^  This 
region  is  divided  into  five  "ranges,"  the  Menominee  and  Mar- 

zeWaldon  Fawcett,  in  Century  Magazine,  March,  1901,  p.  715. 

27  Ibid.,  p.  716. 

28  Ibid.,  716. 

29  W.  E.  Reis,  Pres.  of  Nat'l  Steel  Co.,  Testimony,  Indus.  Com.,  Vol.  1, 
p.  950. 

80  Since  the  above  was  written,  the  U.  S.  Geolog.  Survey  Rept.  shows 
the  iron  ore  production  of  the  U.  S.  in  1900  was  27,553,161  gross  tons; 
in  1899,  24,683,000  tons;  in  1898, 19,433,000.  Germany's  greatest  output 
was  18,667,000  tons,  last  year,  while  Great  Britain's  greatest  output  was 
18,026,000  tons  in  1880.— N.  Y.  Ind.,  July  18,  1901,  p.  1702. 

81  Age  of  Steel,  April  13,  1901,  p.  31. 

82  See  Table  VII,  infra. 

88W.  F.  McClure,  Rev.  of  Rev.,  May,  1901,  p.  560. 
»*  N.  Y.  Independent,  April  11,  1901,  p.  862. 


THE   UNITED    STATES    STEEL   CORPORATION.  37 

quette,  in  Michigan ;  the  Grogebic,  partly  in  Michigan  and  partly 
in  Wisconsin ;  and  the  Vermillion  and  Mesabi,  in  Minnesota," 
all  within  one  hundred  miles  of  the  shores  of  Lake  Superior 
and  Lake  Michigan.^^  The  Vermillion  range  produces  1,700,- 
000  tons  annually,  substantially  all  of  which  belongs  to  the 
steel  corporation;  the  Gogebic  range  produces  2,800,000, 
1,700,000  of  which  belong  to  the  new  corporation ;  the  Menomi- 
nee produces  3,100,000,  2,000,000  of  which  belongs  to  the  new 
corporation,  and  options  are  out  for  the  purchase  of  lands  on 
this  range  that  would  produce  as  much  more.  The  Marquette 
produces  3,300,000,  1,400,000  of  which  belong  to  the  steel 
corporation,  and  of  the  7,800,000  of  the  Mesabi,  range  5,700,- 
000  belong  to  this  corporation.^^  Of  the  5,000,000  produced 
by  other  mines,  over  1,000,000  tons  are  the  product  of  interests 
closely  allied  to  the  steel  corporation.  Besides  this,  the  ore  is 
shipped  to  lake  ports  by  eight  lines  of  railroads,  two  of  which  be- 
long to  the  new  corporation  and  carry  8,000,000  of  the  20,000,- 
000  tons  of  ore.3^ 

As  said  by  the  'New  York  Independent,^^  "It  is  quite  plain 
that  the  corporation  will  soon  own  nearly  all  of  the  JSTorthern 
ore  supply.  Its  control  is  already  so  well  established  that  the 
annual  meeting  of  the  ore  producers,  to  make  prices  for  the 
season,  has  been  postponed  indefinitely,  because  prices  will  be 
determined  by  the  corporation.  Where  will  the  independent 
steel-makers  and  the  independent  furnaces  get  their  ore? 
*  *  *  This  gathering  in  of  the  iron  mines  by  the  new 
combination  is  a  movement  of  great  importance.  It  will  make 
the  corporation  absolute  master  of  the  American  iron  and  steel 
industry." 

SB  Waldon  Fawcett,  Cent.  Mag.,  Mar.,  1901,  p.  714.  For  full  descrip- 
tion, with  maps,  of  these  most  interesting  regions,  see  "Ore  Deposits 
of  the  U.  S.  and  Canada,"  by  James  F.  Kemp, — ^the  Scientific  Pub.  Co., 
N.  Y..  1900. 

36  The  above  figures  are  compiled  from  the  Statistics  given  in  the 
Age  of  Steel  (Horace  J.  Stevens,  Jan'y,  1901,  p.  115),  and  the  Age  of 
Steel,  April  20,  1901.    See  also  Iron  Age,"  Feb'y  21,  1901. 

87  From  statistics  (H.  J.  Stevens),  Age  of  Steel,  Jan'y,  1901,  p.  115. 

»8  April  11.  1901,  p.  862. 


38  THE    UNITED    STATES    STEEL    CORPORATION. 

(2)  As  to  the  transportation  of  ore. — There  are  seven  har- 
bors on  the  lakes  where  the  ore  is  received  for  transportation. 
These  are  Two  Harbors  and  Dnlnth,  in  Minnesota;  Superior 
and  Ashland,  Wisconsin ;  Marquette,  Escanaba,  and  Gladstone, 
Michigan.  The  Duluth  ports  receive  8,000,000  tons  over  the 
new  company^s  railroads;  the  Wisconsin  ports  4,200,000  tons 
over  the  C.  &  l!^.  W.  R.  R.,  Wisconsin  Central  R.  R.  and  Eastern 
R.  R. ;  the  Michigan  ports  6,500,000  tons  over  four  different 
railroads.^^  The  new  company  owns  the  five  large  ore  docks 
at  Two  Harbors,  and  ample  equipment  there  for  the  transporta- 
tion of  5,000,000  tons  of  iron  ore  per  season.*^  At  Duluth 
are  probably  like  facilities.^^  These  large  ore  docks  or 
wharves,  of  which  there  are  more  than  twenty,  making  an  aggre- 
gate length  of  more  than  five  miles,  are  huge  wooden  structures 
as  high  as  the  masts  of  the  ships,  extending  from  one-fifth  to 
one-half  a  mile  into  the  lake,  and  divided  up  into  huge  pockets, 
holding  enough  "ore  to  keep  all  the  plants  of  the  globe  in 
operation  for  several  days."*^  Trains  of  50-ton  steel  cars  are 
drawn  up  on  these  structures,  sometimes  four  abreast.  The 
bottoms  of  the  ore  cars  drop  out ;  the  ore  drops  into  the  pocket, 
and  at  the  proper  time  the  great  steel  doors  of  these  pockets 
are  opened,  and  the  ore  rushes  down  the  chutes  into  a  dozen 
openings  in  the  decks  of  the  lake  vessels  at  the  rate  of  eight 
train  loads  in  three  or  four  hours.  Substantially  all  of  the 
ore  is  transported  by  water  instead  of  rail — ^not  more  than  500,- 
000  tons  are  shipped  by  railroad,  and  then  only  in  emergencies. 
Of  the  nearly  20,000,000  lake  tonnage  of  ore,  the  vessels  of  the 
United  States  Steel  Corporation  have  a  capacity  of  nearly  13,- 
000,000  tons,^^  if  the  season  will  allow  twenty-four  trips;  and 

«»From  Statistics,  Age  of  Steel,  Jan'y,  1901,  p.  115. 

*oFrom  statement  made  by  the  Federal  Steel  Co.,  printed  in  Iron 
Age  Supp.,  Dec.  27,  1900. 

*i  Since  this  was  written,  I  have  been  reliably  informed  that  the 
Duluth  facilities  are  much  greater  than  at  Two  Harbors. 

42Waldon  Fawcett,  The  Transportation  of  Iron,  Cent  Mag.,  April, 
1901,  p.  853. 

*8  This  is  the  sum  of  the  carrying  capacities  as  reported  by  the  com- 
panies themselves;     other  estimates  place   the   carrying   capacity  at 


THE   UNITED    STATES    STEEL    CORPORATION.  39 

if  only  the  twenty  round  trips  of  an  average  season  can  be 
made,  the  tonnage  would  be  11,000,000.  In  other  words,  the 
company  will  have  a  fleet  able  to  carry  substantially  all  the  ore 
they  will  use  in  their  manufactures.  Although  there  are  sev- 
eral hundreds  of  the  best  lake  vessels  engaged  in  the  ore  trans- 
portation, comprising  "the  greatest  fleet  engaged  in  any  one 
traffic  under  the  American  flag,"*^  the  steel  corporation  owns 
"one  hundred  and  twelve  of  the  finest  vessels  on  the  lakes,"*'"* 
"comprising  all  the  largest  vessels,  and  a  great  majority  of  the 
most  modern  steel  carriers."*^  Among  these  are  four  steam- 
ers, the  largest  on  the  lakes,  purchased  from  the  American 
Steamship  Company  by  the  American  Steel  &  Wire  Company 
for  $5,600,000.  They  are  32  feet  deep,  52  feet  beam,  500 
feet  long — ^nearly  as  large  as  University  Hall — made  entirely 
of  steel,  with  a  capacity  to  carry  9,000  net  tons  at  a  20-foot 
depth,*^ — ^more  than  enough  to  fill  a  dozen  ordinary  railroad 
trains.  Among  the  corporation's  fleet  also  are  thirty  all-steel, 
cigar-shaped,  "whale-back"  ore  carriers,  350  feet  long,  holding 
6,000  tons  of  ore.  Generally  a  steam  vessel  will  tow  one  or 
two  barges  as  large  as  itself,  guided  by  a  crew  of  twelve  men, 
making  one  moving  mass  from  2,000  to  3,000  feet  long,  carry- 
ing nearly  20,000  tons  of  ore,  propelled  by  one  triple  expansion 
engine  at  a  speed  of  a  dozen  or  more  miles  per  hour,  making 
the  round  trip  in  about  ten  days ;  and  can  be  profitably  made 
at  the  rate  of  50  cents  per  ton  from  the  head  of  Lake  Superior 
to  Lake  Erie  ports,  or  at  the  rate  of  about  1  cent  for  carrying 
one  ton  twenty  miles — ^not  more  than  one-fourth  of  the  cost  by 
rail.*8  This  ore  trafiic  of  20,000,000  tons  per  year,  with  the 
5,000,000  other  tons  of  the  upper  lake  traffic  passing  through 

532,000  tons  at  one  trip;  still  others  place  the  capacity  at  9,750,000  tons 
for  the  average  year.  See  Free  Press,  April  19,  1901.  Iron  Age,  April 
25,  1901,  p.  21;  lb.,  Feb'y  14,  1901,  p.  28.  Age  of  Steel,  March  23,  1901, 
p.  15. 

*4Waldon  Fawcett,  Century  Mag.,  April,  1901,  pp.  855-6. 

*5  Rev.  of  Rev.,  May,  1901,  p.  564. 

*«  Waldon  Fawcett,  Iron  Age,  April  25,  1901,  p.  21. 

^7  Rev.  of  Rev.,  May,  1901,  p.  564,— W.  F.  McClure.  The  Steel  Trust 
on  the  Great  Lakes. 

*8  Waldon  Fawcett,  Cent.  Mag.,  Apr.,  1901,  p.  856,  et  seq. 


40  THE    UNITED    STATES    STEEL    CORPORATION. 

the  government  Soo  Canal,  which  fifty  years  ago  Henry  Clay 
said  would  be  "a  work  beyond  the  remotest  settlement  of  the 
United  States/'  makes  a  tonnage  many  times  as  great  as  that 
which  passes  through  the  Suez  Canal  in  the  same  time,  and  alto- 
gether makes  cargoes  that  in  the  aggregate  represent  greater 
bulk  than  those  received  at  the  port  of  'New  York  or  London.^^ 
Verily,  the  Soo  Canal  is  greater  than  the  Suez. 

Some  of  the  corporation's  manufacturing  plants  are  located 
at  nearly  all  the  great  ports  on  the  lower  lakes,  including  Mil- 
waukee, Chicago,  Toledo,  Lorain,  Cleveland,  Conneaut,  Erie, 
and  Buffalo,  at  all  which  places  it  has  extensive  docks,  wharves 
and  terminal  facilities  for  handling  the  raw  material  and  fin- 
ished product.  "Some  of  the  ore  designed  for  plants  at  Chi- 
cago may  be  unloaded  within  a  few  yards  of  the  furnaces  which 
are  to  transform  it  into  pig  iron;  but  the  great  bulk  of  the 
shipments,  being  consigned  to  the  metal  crematories  in  the 
vicinity  of  Pittsburg,  is  unloaded  at  the  ports  on  the  south 
shore  of  Lake  Erie."^^  Here,  at  least  at  Conneaut,  the  400-ton 
iron  and  steel,  $100,000  automatic  ore  unloaders,^^  send  out 
their  great  iron  arms  over  the  hold  of  the  vessels,  and  at  a  signal 
from  the  operator  encaged  in  the  wrist  of  the  arm,  the  enormous 
steel  hand  opens,  grasps  a  10-ton  pinch  out  of  the  ore  cargo,  and 
then  the  whole  arm  moves  back  to  deposit  this  handful  in  the 
car  near  by,  which  is  one  of  500  or  more  stored  on  numerous 
tracks  "where  endless  cables,  in  constant  motion,  to  which  at 
any  point  a  car  can  be  attached,  draw  them  away  as  fast  as 
loaded,  and  bring  another  immediately  to  take  its  place. "•'^^ 
Four  of  these  great  machines,  with  six  men  each,  working  upon 
one  vessel  at  a  time,  will  unload  its  6,000  to  9,000  tons  of  ore, 
filling  from  120  to  180  cars,  in  six  or  seven  hours.*^^     Mr. 

49  W.  Fawcett,  Cent.  Mag.,  April,  1901,  p.  856  et  seq.  Rev.  of  Rev., 
May,  1901,  p.  561.  By  reference  to  the  Statesman's  Year  Book  for  1899, 
this  seems  to  be  correct,  so  far  as  foreign  (not  including  coastwise) 
shipping  is  concerned. 

BO  w.  Fawcett,  Cent.  Mag.,  April,  1901,  p.  861. 

61  Rev.  of  Rev.,  May,  1901,  p.  563. 

62  V/aldon  Fawcett,  Cent.  Mag.,  April,  1901,  p.  862. 
68  Rev.  of  Rev.,  May,  1901,  p.  563. 


THE   UNITED    STATES    STEEL   CORPORATION.  41 

Fawcett  says :  ^^ Very  frequently  more  ore  will  be  sent  inland 
from  one  of  these  ports  in  a  single  day  than  all  the  farm- 
wagons  in  the  greatest  agricultural  state  in  the  Union  could 
transport  in  a  month."**  Not  all  the  ore  is  so  unloaded,  but  the 
steel  corporation  comes  into  possession  of  the  only  ports  where 
it  is  so  done.  From  the  port  at  Conneaut  these  180  cars,  in 
four  to  six  trains,  weighing  1,500  to  1,800  tons  each,  drawn  in 
some  cases  by  200-ton  engines,  the  largest  in  the  world,  start 
over  the  100-lb.  steel  rail,  double  track  road  of  the  Carnegie 
Company**^  to  the  furnaces  at  Pittsburg  or  in  that  vicinity. 

(3)  As  to  the  cohe  'product. — The  coke  product  of  the 
United  States  in  1899,  was  19,600,000  short  tons,  or  about  17,- 
800,000  gross  tons,  produced  by  47,142  active  ovens;  of  the 
total  amount,  about  9,400,000  gross  tons  were  produced  in  the 
Connellsville  region  ^^  of  Pennsylvania,  about  fifty  miles  south- 
east of  Pittsburg.  The  total  number  of  ovens  in  this  district 
iu  1900,  as  reported  by  the  Iron  Age^'^  was  20,954.  Of  these, 
the  United  States  Steel  Corporation  owns  19,733,  producing 
annually  9,200,000  tons,  or  somewhat  over  half  of  the  United 
States.  I  have  been  unable  to  find  any  statement  as  to  what 
reserves  the  company  owns  in  the  way  of  coke  producing  coal 
further  than  that  they  own  over  80,000  acres  of  such  lands, 
but  this  very  likely  is  not  nearly  all.  The  company  owns  3,000 
or  4,000  coal  and  coke  cars  for  hauling  these  products  to  its 
furnaces.  At  the  rate  of  one  and  one-fourth  tons  of  coke  for 
each  ton  of  pig  iron  produced,  the  coke  controlled  by  the  steel 
corporation  will  be  about  sufficient  to  supply  their  blast 
furnaces  in  making  all  its  pig  iron. 

(4)  Limestone, — The  Federal  Steel,  the  American  Steel 
and  Wire,  and  the  Carnegie  companies,  own  their  own  supply 
of  limestone. 

54  Cent.  Mag.,  April,  1901,  p.  863. 

65  Rev.  of  Rev.,  May,  1901,  pp.  562-3. 

B6  The  Census  Bulletin  for  1900  puts  the  Connelsville  product  at  52.9 
per  cent  of  the  whole  U.  S.  product;  this  would  be  10,300,000  net  tons, 
t)r  9,400,000  gross  tons;  the  Iron  Age,  Jan'y  24,  1901,  p.  19,  says  10,100,- 
000  net  tons  were  shipped  in  1899. 

87  Jan'y  24,  1901,  p.  19, 


42  THE    UNITED    STATES    STEEL    CORPORATION. 

(5)  Pig  iron  made, — It  is  stated  that  the  company  will 
come  into  control  of  seventy-eight  blast  furnaces,^^  many  of 
them  the  largest  in  the  United  States,  and  being  one-third  of 
the  whole  number  active  in  the  United  States  in  1900.  These 
have  a  capacity  to  make  about  half  of  the  14,000,000  tons  of 
pig  iron  now  made  in  the  United  States  in  a  year.  Mr. 
Archer  Brown,  in  an  article  in  the  Engineering  Magazine,^* 
says :  "Few  people  who  have  not  actually  run  a  blast  furnace 
realize  what  it  means  to  fill  the  capacious  maw  of  one  of  these 
monsters  with  raw  materials.  A  stack  of  200  tons  daily 
capacity,  running  on  fifty  per  cent  ore,  must  have  delivered  to 
it  each  day  something  more  than  400  tons  of  ore,  250  to  300 
tons  of  coke,  according  to  the  character  of  the  metal  required, 
and  over  100  tons  of  limestone,  besides  sand,  coal,  and  minor 
supplies, — say  900  tons  of  raw  material.  Add  the  200  tons  of 
pig  iron  product,  and  we  have  a  daily  freight  movement  of 
1,100  tons,  taking  no  note  of  the  disposition  of  the  slag.  Thia 
is  fifty-five  carloads  of  twenty  tons  each.  The  mining  of  the 
ore  requires  the  labor  of  150  to  300  men,  according  to  location; 
the  coal  mining,  coke-making,  quarrying  of  limestone,  and 
transportation,  at  least,  300  more.  The  furnace  itself  employs 
about  150  or  more  hands."  Several  of  the  corporation's 
furnaces  are  of  500-ton  capacity,  and  some  of  them,  700  tons 
each;^^  at  the  same  proportion  for  material  such  a  furnace 
would  require  160,  20-ton  cars  full  of  ore,  coal,  coke,  limestone, 
etc. ;  a  rough  estimate  says  a  500-ton  furnace  costs  $500,000 
and  takes  from  one  and  one-half  to  three  years  to  build  f^  from 
such  figures  as  these  it  is  readily  seen  that  there  is  much  inertia 
in  starting  up  one  of  these  concerns,  even  if  it  is  already 
built, — ^for  the  labor  of  700  or  800  men,  more  than  2,000  tons 

88  This  is  the  number  of  furnaces  given  by  Detroit  Free  Press,  Feb'y 
28,  1901,  and  by  the  Com.  and  Fin.  Chr.,  April  27,  1901,  p.  171.  See 
Table  VII,  infra. 

B»  For  Oct.,  1899,  p.  83,  on  8«;  see  also  article  by  Prof.  F.  W.  Taussig, 
The  Iron  Industry  of  the  U.  S.,  Quar.  Jour.  Economics,  Vol.  14  (Feb'y, 
1900),  p.  143,  on  156. 

60  R.  H.  Thurston,  in  Century,  Feb'y,  1901,  p.  565. 

61  Testimony  of  Pres.  Reis,  of  the  Nat'l  Steel  Co.,  before  Indus.  Com., 
Vol.  1,  p.  945. 


THE   UNITED   STATES   STEEL   CORPORATION.  43 

of  raw  material,  half  or  more  of  it  to  be  transported  1,000 
miles  or  more,  are  to  be  provided  for,  for  each  day;  this  re- 
quires an  enormous  amount  of  working  capital, — estimated  by 
President  Reis  of  the  National  Steel  Company,  at  fifty  per 
cent  of  the  cost  of  the  plant.^^  In  other  words,  it  would  take 
about  $1,000,000  capital  to  build,  start,  and  keep  in  operation 
a  500-ton  furnace.  The  leading  competitors  in  the  pig  iron 
production  will  be  the  Bethlehem  Steel  Company,  the  Thomas 
Iron  Company,  and  the  Warwick  Iron  Company,  all  in  Penn- 
sylvania ;  the  Tennessee  Coal,  Iron  and  Railroad  Company,  the 
Sloss-Sheffield  Steel  and  Iron  Company,  the  Republic  Iron  and 
Steel  Company,  all  of  Alabama;  the  Virginia  Iron,  Coal  and 
Coke  Company,  Bristol,  Virginia,  and  The  Colorado  Fuel  and 
Iron  Company,  Pueblo  and  Denver,  Colorado,  together  produc- 
ing about  2,800,000  tons  of  pig  iron, — ^much  of  which  they  use 
themselves;  other  companies  produce  the  balance  of  the  pro- 
duct of  the  United  States,  but  use  most  of  it  in  their  own 
finished  product.^^ 

(6)  Steel  billets. — There  will  be  left  practically  only  one 
large  firm  of  steel  billet  makers  in  the  West, — Jones  &  Laugh- 
lins,  of  Pittsburg;  the  new  corporation  will  practically  elim- 
inate from  the  market  both  the  largest  buyers  and  the  largest 
sellers  of  steel  in  the  form  of  billets  and  sheet  bars.^^ 

(7)  Steel  rails. — The  annual  product  of  Bessemer  steel 
rails  in  the  United  States  was  2,361,921  tons  for  1900,  of 
which  the  United  States  Steel  Corporation  will  produce  1,600,- 
000  tons  or  more.  "For  many  years  the  interests  in  the  rail 
trade  have  co-operated  under  agreements  varying  in  detail,  but 
usually  based  upon  a  certain  division  of  tonnage,  with  an 
understanding  more  or  less  binding  as  to  prices  upon  the  mills 
in  the  association ;  there  are  now  represented  in  the  consolida- 
tion (the  United  States  Steel  Corporation),  1st,  The  group 

«2  Testimony  before  Indus.  Com.,  Vol.  1,  p.  945. 

63  See  supplements  to  Iron  Age,  Feb'y  22,  and  Dec.  27,  1900,  under 
names  of  companies;  also  Iron  Age,  Feb'y  14,  1901,  p.  28;  Age  of  Steel, 
May  18,  1901,  p.  22.    Table  IX,  infra. 

64  Iron  Age,  Feb'y  14,  1901,  p.  28. 


L 


44  THE   UNITED   STATES   STEEL   CORPORATION. 

controlled  by  the  Illinois  Steel  Company;  2d,  The  Carnegie 
Company;  3d,  The  National  Steel  Company;  these  together 
are  entitled  to  sixty-eight  per  cent  of  all  operators  in  the 
United  States,  Canada,  and  Mexico,"^** — the  balance  being 
divided  by  three  outsiders ;  in  other  words,  there  are  now  four 
members  of  the  Association  where  there  were  six  before,  and 
one  of  these  controls  over  two-thirds  of  the  trade.^^  The  compet- 
ing companies  left  will  be  the  Lackawanna  Iron  and  Steel  Com- 
pany, Scranton,  Pennsylvania,  (now  building  a  large  plant  at 
Buffalo,  jN'ew  York)  ;  the  Pennsylvania  Steel  Company,  at 
Steelton,  Pennsylvania,  the  Maryland  Steel  Company,  Spar- 
row Point,  Md.,  Cambria  Steel  Company,  Johnstown,  Pa.,  the 
Tennessee  Coal  and  Iron  Company,  Alabama;  and  Colorado 
Puel  and  Iron  Company,  Denver,  Colorado.^^  The  new  com- 
pany possesses  the  largest  and  best  mills  in  the  country,  and 
enormous  plants,  raw  material,  and  capital  are  necessary  for 
successful  competition.^^ 

(8)  Structural  steel. — In  the  iron  and  steel  beam  associa- 
tion, the  new  corporation  will  control  sixty  per  cent  of  the 
product,  with  four  outsiders  sharing  forty  per  cent;  these  are 
Jones  &  Laughlins,  Pittsburg;  Cambria,  Johnstown,  Penn- 
sylvania ;  Phoenix  Iron  Company,  Phoenixville,  Pennsylvania ; 
and  Passaic  Kolling  Mill,  Paterson,  l^ew  Jersey.  The  Car- 
negie Company  has  been  the  largest  single  maker  of  structural 
steel,  and  the  Pencoyd  Iron  Works,  originally  a  large  com- 
petitor, is  closely  allied  to  the  American  Bridge  Company, 
though  maintaining  a  nominal  separate  identity.  The  American 
Bridge  Company,  now  taken  into  the  new  corporation,  is  the 
largest  single  consumer  in  the  country  of  such  forms.^^ 

(9)  Plate  steeU^ — The  Carnegie,  the  Federal,  and  Amer- 
ican Steel  and  Wire  companies  each  possess  large  mills  for 
making  steel  plates,  and  the  new  corporation  has  close  associa- 
tions with  the  Pressed  Steel  Car  Company, — ^the  largest  con- 
sumer of  such  products. 

65  Iron  Age,  Feb'y  14,  1901.  es  iron  Age,  Feb'y  28,  1901. 

66  Ibid.,  Feb'y  28,  1901.  eo  iron  Age,  Feb'y  14,  1901. 

67  Iron  Age,  Feb'y  14,  1901.  7o  ibid. 


p 


THE   UNITED   STATES    STEEL    CORPORATION.  45 

Outside  competitors  are  the  Ohio  Steel  Company,  of  Cleve- 
land, Ohio,  the  Lukens  Iron  and  Steel  Company,  Coatesville, 
Pennsylvania;  the  Crucible  Steel  Company,  of  Pittsburg,''^ 
and  Central  Iron  and  Steel  Company,  of  Harrisburg,  Penn- 
sylvania. 

(10)  Steel  sheets, — The  American  Sheet  Steel  Company, 
belonging  to  the  new  corporation,  has  very  small  competitors 
in  the  West,  but  several  in  the  East  of  more  prominence, — 
among  which  might  be  mentioned  the  Sharon  Steel  Company, 
Sharon,  Pennsylvania,  and  the  Union  Steel  Company,  of 
Donora,  Pennsylvania."^^ 

(11)  Bars  and  hoops. — The  new  company  produces  large 
quantities  of  steel  and  iron  bars, — the  American  Steel  Hoop, 
the  Carnegie,  and  the  Federal  Steel  all  engaging  in  making 
them.  There  are  formidable  competitors  in  this  line,  however, 
in  Jones  &  Laughlins,  Pittsburg;  Cambria  Steel  Company, 
Johnstown,  PennsylV^ania ;  and  the  Kepublic  Iron  and  Steel 
Company,  Alabama,  as  well  as  several  other  mills  in  the  East- 
ern statesJ^ 

(12)  Hoops  and  cotton  ties. — The  American  Steel  Hoop, 
the  Federal,  and  the  American  Steel  and  Wire  companies,  all 
were  large  makers  of  these  products,  and  outside  competitors 
are  not  numerous  or  important  except  the  Sharon  Steel  Com- 
pany, Sharon,  Pennsylvania.'''* 

(13)  Tin  plate. — The  American  Tin  Plate  Company,  be- 
fore it  was  absorbed  by  the  new  company,  was  practically  with- 
out a  competitor  in  the  United  States;  there  are  a  few  mills 
such  as  Sharon  Steel  Company,  and  Union  Steel  Company, 
that  do  something  in  this  line,"^^  yet  hardly  in  the  way  of  com- 
petition. 

(14)  Tubes. — The  !N'ational  Tube  member  of  the  new  cor- 
poration controls  a  very  large  per  cent  of  the  entire  producing 
capacity  of  the  country,  making  1,131,000  tons  out  of  a  total 

Ti  Ibid.  74  Ibid. 

72  Iron  Age,  Feb'y  14,  1901.  tb  ibid. 

73  Ibid. 


46  THE  UNITED    STATES  STEEL   CORPORATION. 

of  1,197,000  tonsJ®  The  competitors  are  Crane  Company  of 
Chicago,  and  the  Heading  Iron  Company,  of  Eeading,  Penn- 
sylvania, neither  of  whom  control  their  own  raw  materialJ*^ 

(15)  Wire  and  wire  rods. — The  American  Steel  and  Wire, 
and  the  Federal,  are  both  large  makers  of  rods  and  wire.  Com- 
petitors are  Koebling  Sons,  Trenton,  New  Jersey;  Ashland 
Steel  Company,  Ashland,  Kentucky;  Grand  Crossing  Com- 
pany; Dillon-Griswold  Company;  Alabama  Steel  and  Wire 
Company;  New  York  Steel  and  Wire  Company,  Cortland, 
New  York; — ^but  several  of  these  do  not  control  their  raw 
material.  The  new  corporation  will  have  the  greatest  number 
of  all  the  best  equipped  plants  in  the  country,  and  will  control 
its  raw  material  besidesJ^  The  new  company  makes  1,164,000 
tons  of  the  1,890,830  tons  of  wire  rods  made  in  the  United 
States,  and  1,456,000  of  the  1,539,000  tons  of  wire  made,^» 
over  ninety  per  cent  of  each, 

(16)  Wire  nails,— Oi  the  13,980,000  kegs  of  wire  nails 
made  in  the  United  States,  the  new  corporation  through  its 
constituent  companies  last  year  made  13,350,000  kegs, — over 
ninety-five  per  cent  of  all.^^ 

(17)  Barbed  wire. — The  American  Steel  and  Wire  Com- 
pany claims  an  absolute  monopoly  of  this,  through  the  owner- 
ship of  all  the  patents  issued  in  the  United  States  for  such 
wire.^^ 

(18)  Woven  wire  fence. — The  same  is  true  of  woven  wire 
fence, — the  new  corporation  controls  all  the  patents  for  mak- 
ing woven  wire  in  the  United  States.  Last  year's  product 
would  build  a  woven  wire  fence  around  the  world  at  the 
equator.®^ 

(19)  Bridges  and  buildings. — The  American  Bridge  Com- 

76  Com.  and  Fin.  Chr.,  Vol.  68,  p.  429,  Mar.  4,  1899. 

77  Iron  Age,  Feb'y  14,  1901. 

78  Iron  Age,  Feb'y  14,  1901. 

79  Compiled  from  report  of  Am.  Steel  and  Wire  Co.,  Oct.  31,  1900;  Iron 
Age  Supp.,  Dec.  27,  1900,  p.  16;  and  Age  of  Steel,  Feb'y  4,  1899,  85  Vol., 
p.  16. 

80  Ibid. 

81  Testimony  of  Chairman  Gates,  before  Indus.  Com.,  Vol.  1,  p.  1010. 

82  Ibid. 


THE   UNITED   STATES    STEEL    CORPORATION.  47 

pany,  member  of  the  new  corporation,  has  a  capacity  to  put  up 
600,000  out  of  the  700,000  tons  of  iron  and  steel  bridges  and 
frame  structures  put  up  in  the  United  States  in  a  year,  or  from 
eighty-five  to  ninety  per  cent  of  all.®*  The  principal  com- 
petitors are  the  Phoenix  Iron  Company,  Phoenixville,  Penn- 
sylvanial  and  the  Passaic  Rolling  Mill  Company,  of  Paterson, 
New  Jersey.®* 

This  review  of  the  industrial  details  ^'^  of  the  control  of  the 
new  company  in  mining,  manufacturing,  transportation,  and 
markets,  makes  the  statement  of  the  advantages  claimed,  as 
given  in  the  Iron  Age,  seem  to  be  an  under  rather  than  an  over 
statement ;  this  paper  says :  "It  is  urged  that  many  facilities 
cannot  be  duplicated  at  any  price,  and  that  the  new  consolida- 
tion own  mineral  properties,  both  as  to  fuel  and  ore,  which 
give  them  enormous  advantage  as  to  cost  of  production.  Very 
large  sums  will  be  saved  in  distributing  finished  and  half- 
finished  products;  Pittsburg  can  furnish  steel  rails  in  the 
East,  Chicago,  in  the  West;  Chicago  mills  will  furnish  steel 
billets  and  wire  rods  to  the  wire  works;  Lorain  will  furnish 
Cleveland ;  Youngstown,  Pennsylvania  will  deliver  to  the  roll- 
ing mills  in  the  valleys.  It,  with  very  few  exceptions,  owns 
the  very  best  equipped  plants,  not  alone  in  the  United  States 
but  in  the  world.     Not  one,  but  many,  can  produce  finished 

83Supp.  Iron  Age,  Dec.  27,  1900,  p.  8. 

84  Iron  Age,  Feb'y  14,  1901. 

85  Since  the  foregoing  was  written,  the  new  company  has  absorbed 
the  Shelby  Steel  Tube  Co.  (largest  manufacturers  of  seamless  tubing  in 
the  world,  making  from  100,000,000  to  125,000,000  feet  of  tubing  yearly, 
mainly  for  bicycles),  89  Age  of  Steel,  June  29,  1901,  pp.  15-16.  The  Beth- 
lehem Steel  Co.,  seems  also  to  have  passed  into  the  control  (by  stock 
ownership  by  Mr.  Schwab)  of  the  new  company,  although  the  exact 
facts  are  known  to  only  a  few  persons;  meetings  called  to  assemble, 
Aug.  15  and  16,  may  make  clear  where  the  management  is.  The 
Conemaugh  Steel  Co.  was  incorporated  July  6,  1901,  with  $50,000,000 
capital  stock  to  take  over  the  control  of  the  Cambria  Co.;  The  Penn- 
sylvania Steel  Co.  have  largely  increased  their  ore  property,  and  have 
passed  into  the  control  of  the  Penn.  R.  R.  Co.,  but  will  be  friendly  to 
the  U.  S.  Steel  Corp.  There  seems  to  be  a  "friendly  understanding" 
between  the  Bethlehem,  Lackawanna,  Cambria,  and  Pennsylvania  Steel 
and  the  U.  S.  Steel  Corp.  89  Age  of  Steel,  June  22,  29;  July  6  and  13, 
1901.  [Since  this  note  was  written,  it  is  certain  that  the  Bethlehem 
Steel  and  Iron  Companies  have  passed  into  Mr.  Schwab's  control.] 


h 


48  THE   UNITED   STATES    STEEL   CORPORATION.  j 

products  at  costs  which  few  outsiders  can  reach."^®      On  its  • 

manufacturing  side  it  will  be  capable  of  making  cheaper  and  ] 

better  than  any  other  company  in  the  world,  nearly  everything  j 

in  iron  and  steel  that  is  made,  from  the  smallest  tack  to  the  i 

.  .  .      j 

largest  spike,  from  the  hair  wire  to  the  steel  rail,  or  engine  ] 

shaft;  from  the  thinnest  sheet' to  the  heaviest  armor  plate ;  from  I 

the  smallest  rod  to  the  enormous  bridge  or  the  frame  of  an  ; 

Eiffel  tower.  j 

■l 
2.     Potential  competition.®^  ^ 

i 
Reports  state  that  a  new  steel  company  has  been  incorporated  \ 

with  $50,000,000  capital  stock  to  construct  a  new  steel  plant  to  \ 
be  located  at  the  "Soo"  in  Michigan,  which  will  compete  with  | 
the  United  States  Steel  Corporation.  It  has  been  intimated  ] 
that  the  Cleveland  Cliffs  Iron  Company,  whose  mines  are  the  ; 
largest  independent  ones  left  in  the  Lake  Superior  region,  \ 
and  for  which  the  United  States  Steel  Corporation  had  an  i 
option  (which  was  not  carried  out),  to  purchase  at  $8,000,000,  | 
is  interested  in  this  proposed  "Soo"  company.*^  'No  better  ] 
location  could  be  found,  and  if  carried  through  would  perhaps  | 
be  able  to  compete  successfully  with  the  United  States  Steel) 
Corporation.  It  is  said  also  that  J.  W.  Gates,  the  f ormer  | 
president  of  the  American  Steel  and  Wire  Company,  who  was  I 
given  the  cold  shoulder  in  the  organization  of  the  United  States  j 
Steel  Corporation,  has  obtained  control  of  the  Colorado  Fuel] 
and  Iron  Company,  and  intends  to  issue  $10,000,000  in  bonds  I 
for  the  enlargement  of  this  plant,  in  order  to  make  tin  plates,  i 
wire  nails,  sheet  steel,  and  other  products  made  by  the  United! 
States  Steel  Corporation.®^  What  will  be  developed  in  this] 
direction  is  not  yet  apparent.  i 

86  Iron  Age,  Feb'y  28,  1901.  1 

87  See  note  85,  preceding  page.  j 

88  Detroit  Free  Press,  April  20,  1901.  ] 
«>9  N.  Y.  Independent,  May  23,  1901,  p.  1217.  Since  the  foregoing  was  | 

written,  these  plans  have  been  carried  out.  89  Age  of  Steel,  May  25,; 
1901,  p.  26;  Ibid.,  July  13,  1901,  p.  17.  It  is  also  said  that  the  Union  ^ 
Steel  Co.  has  increased  its  holdings  upon  the  Mesabi  range,  and  will] 
soon  complete  an  800-ton  per  day  rod  and  wire  mill  plant,  and  willj 


THE   UNITED    STATES    STEEL    CORPORATION.  49 

3.     Summary  of  industrial  detaels  :^^ 

(1)  Property  and  employees: 

Mines,  number 41 

Lands : 

Ore,  containing,  tons.  T50,000,000  to  1,000,000,000 

Coal,  acres ' , .  108,000 

Gas  and  oil,  acres  (with  130  oil  wells)  98,000 

Other,  acres 610,000 

Plants  (located  in  18  states),  number.  213 

Including:  Blast  furnaces 78 

Steel  works 149 

Finishing  plants  .....  6 

.                                  Rod  mills 25 

'                                   Sheet  mills 160 

Tin  plate  mills 300 

Coke  ovens 20,603 

Transportation : 

Railroad,  miles   983 

Pipe  lines,  miles 3,000 

Vessels,  lake 112 

Vessels,  capacity,  annually,  tons...       12,800,000 

Employes,  number 200,000  to  250,000 

(2)  Products: 

U.S.  U.S.  St.  Corp. 
Millions.     Per  Cent. 

Iron  Ore  product,  tons 25.0     13.0     52 

Coke,  tons 17.6       9.2     54 

Pig  iron,  tons 13.8  ^^   6.8     49 

Steel,   Bessemer   and  open   hearth, 

tons 10.5       6.4     60 

Steel  rails,  tons 2.4       1.6     67 

Finished  products,   iron   and   steel, 

tons 21.0     11.4     60 

soon  build  two  600-ton  blast  furnaces,  and  a  1,000-ton  steel  plant.  89 
Age  of  Steel,  June  22,  1901,  p.  24.  Also  that  the  Lake  Sup.  Co.  (Consol.) 
have  completed  plans  to  build  at  Sault  Ste.  Marie,  Ontario,  a  mill  of 
2,500  tons  daily  capacity,  subsidized  by  Canadian  government.  It  owns 
ore  lands  with  30,000,000  tons  in  sight.  89  Age  of  Steel,  May  25,  1901, 
p.  33. 

90  See  Tables  VI,  VII,  VIII,  IX,  infra. 

»i  Engineering  and  Min.  Journal's    estimate  for    1900,  is    13,789,242 
gross  tons;  1899,  13,020,703;  1898,  11,773,934;  1897,  9,652,680.    N.  Y.  Ind., 
Jan'y  31,  1901,  p.  288;  N.  Y.  Ind.,  July  18,  1901,  p.  1702. 
4 


60  THE   UNITED    STATES    STEEL   CORPORATION.  | 

i 
U.8,  U,S,8t.Corp.\ 
Millions.    Per  Cent.  ; 

Wire  rods,  tons 1.9       1.2     63  | 

Wire,  tons 1.54     1.45  94  j 

Wire  nails,  kegs 14.0     13.4     95  \ 

Tubes,  pipes,  etc.,  tons 1.2       1.13  94  i 

Tin  plates,  boxes 9.4       9.0     95  | 

Bridges,  tons 0.7       0.6     85  j 

■ 

Woven  wire  fence,  miles. .....   25,000.        all  } 

Barbed  wire all  \ 

Copperas 66         \ 


THE   UNITED   STATES   STEEL   CORPORATION.  61 


III.  MANAGEMENT. 

In  describing  the  management  of  the  new  corporation,  we 
shall  consider :  1.  The  objects  and  powers  of  the  corporation. 
2.  The  machinery  of  management.  3.  The  method  of  man- 
agement. 4.  The  personnel  of  the  management.  5.  The 
probable  policy. 

1.       As  TO  THE  OBJECTS. 

The  corporation's  powers  may  be  classed  as,  (1)  those 
authorizing  it  to  engage  in  certain  lines  of  business, — ^which 
we  will  designate  "business  powers;"  and  (2)  those  authorizing 
it  to  control  other  corporations  engaged  in  like  businesses; 
these  will  designate  "trust"  or  "monopolizing"  powers. 

(1)  Business  powers. — The  business  powers  may  be  sum- 
marized ^^  as  authorizing  it  to  engage  in, 

(a)  Manufacturing  J — anything  made,  or  partly  made,  of 
metals  and  wood. 

(b)  Mining, — ^to  acquire  and  work  any  mineral  or  timber 
land  anywhere. 

(c)  Trading, — dealing  or  trafficking  in  any  minerals  or 
lumber,  or  any  article  made  or  partly  made  thereof. 

(d)  Building, — constructing  any  building,  machine,  ve- 
hicle,  vessel,  works  or  ways  of  any  kind. 

(e)  Transportation, — ^build,  own,  sell,  or  operate  any 
vehicle,  vessel,  machine,  or  road,  railroad,  canal,  or  other  way, 
used  in  transportation,  except  in  New  Jersey. 

(f)  Obtaining  and  using  patents,  etc., — ^to  secure  in  any 
legal  way,  use,  sell,  and  assign  any  patent,  trade-mark,  or  trade 
name,  invention,  license,  or  process  either  in  United  States  or 
elsewhere. 

(g)  And,  generally,  "to  engage  in  any  other  manufactur- 
es These  powers  stated  in  the  language  of  the  charter  itself  are  more 

impressive  than  they  ai)pear  to  be  in  this  shorter  form.    See  appendix. 


52  THE    UNITED    STATES    STEEL    CORPORATION.  \ 

ing,  mining,  construction,  or    transportation    business  of  any  ■ 

kind  or  character  whatsoever,  and  to  that  end  to  acquire,  hold,  \ 

own,  and  dispose  of  any  and  all  property,  assets,  stocks,  bonds,  \ 

and  rights  of  any  and  every  kind,  but  not  to  engage  in  any  \ 

business  hereunder  which  shall  require  the  exercise  of  the  right  i 

of  eminent  domain  within  the  State  of  'New  Jersey."  : 

(2)     The    trust    powers    may    be    summarized    as     giving  ; 

authority :  \ 

(a)  To  acquire  by  purchase,  subscription,  or  otherwise,  \ 
stocks,  bonds,  and  other  obligations  of  any  corporation  formed  \ 
for  or  engaged  in  any  of  the  lines  of  business  above  set  forth ;  ] 
or  of  any  corporation  holding  stocks  or  bonds  in  such  corpora-  ] 
tions.  I 

(b)  To  hold  for  investment,  or  to  use,  sell,  or  dispose  of  ^ 
any  such  stocks,  etc.  ! 

(c)  To  exercise,  while  owner,  "all  the  rights,  powers,  and  \ 
privileges  of  ownership  thereof,  and  to  exercise  all  voting  j 
power  thereon."  ■ 

(d)  To  issue  bonds  and  other  obligations  in  payment  for  ; 
property  acquired  by  it ;  mortgage  or  pledge  any  stock  or  bonds  i 
acquired;  and  to  guarantee  the  same.  j 

(e)  Additional. — In  addition  to  the  above  the  power  is  con-  } 
f  erred  to  do  any  one  or  more  of  these  things  in  any  state,  terri-  | 
tory,  or  foreign  country ;  to  acquire  real  and  personal  property  ■• 
anywhere  therefor;  "to  make  and  perform  contracts  of  any  j 
description ;  and  in  carrying  on  its  business,  or  furthering  any  I 
of  its  objects  to  do  any  and  all  acts  and  things,  and  to  exercise  j 
any  and  all  other  powers  which  a  co-partnership  or  natural  i 
person  could  do  and  exercise,  and  which  now  or  hereafter  may  i 
be  authorized  by  law."  *  ^ 

2.   As  TO  THE  MACHINERY  OF  MANAGEMENT.  1 

This,  as  is  usual,  includes  the  stockholders,  directors,  and  ] 

general  officers,  and  in  addition,  an    executive  and  a    finance  ] 

committee  are  provided  for.  j 

(1)     Shareholders. — The    minimum  of    power  is  left  with  I 

1  Art.  Ill,  of  the  Charter.  I 


THE    UNITED    STATES    STEEL    CORPORATION.  53 

the  shareholders ;  they  are  to  hold  annual  meetings  on  the  3d 
Monday  in  February  (or  special  meetings  when  called  by  ma- 
jority of  Board  of  Directors),  upon  notice  published  once  a 
week  for  four  weeks  in  Jersey  City,  ^t^ew  York,  Chicago,  and 
Pittsburg  papers;  but  failure  to  so  publish  notice  shall  not 
affect  the  validity  of  such  meeting  or  any  action  taken.^  One- 
third  of  the  shares  constitutes  a  quorum;  each  shareholder 
shall  have  one  vote,  in  person  or  by  proxy,  for  each  share 
standing  registered  in  his  name  at  the  time  of  closing  the  trans- 
fer books,^  which  time  shall  be  fixed  by  the  board  of  directors 
or  executive  committee;^  voting  for  directors,  and  on  demand 
of  any  stockholder,  upon  any  question,  shall  be  by. ballot;^  "the 
qualification  of  voters,  and  the  validity  of  proxies,  and  the  ac- 
ceptance or  rejection  of  votes  shall  be  decided  by  three  in- 
spectors,'' appointed  by  the  directors;^  besides  the  power  to 
vote  for  directors,  the  shareholders  have  but  little  power  except, 
that  the  charter  provides  the  board  of  directors  shall  not  mort- 
gage or  pledge  any  of  its  real  property,  or  any  shares  of  the 
capital  stock  of  any  other  corporation  (unless  as  a  purchase- 
money  pledge  or  mortgage),  without  consent  of  the  holders  of 
two-thirds  the  stock,  at  a  meeting,  or  upon  filing  such  consent 
in  writing  J  As  to  by-laws,  the  charter  says,  "Subject  always 
to  by-laws,  made  by  the  stockholders,  the  board  of  directors  may 
make  by-laws,  and  from  time  to  time,  may  alter,  amend,  or 
repeal  any  by-laws,"  ^  and  the  by-laws  themselves  vest  the  full 
power  to  make  or  change  by-laws  at  any  time  by  a  vote  of  two- 
thirds  of  the  directors.^  The  charter  also  says  that  "the  board 
of  directors  from  time  to  time  shall  determine  whether  and  to 
what  extent,  and  at  what  times  and  places,  and  under  what 
conditions  and  regulations,  the  accounts  and  books  of  the  cor- 
poration, or  any  of  them,  shall  be  open  to  the  inspection  of  the 
stockholders;  and  no  stockholder  shall  have  any  right  to  in- 
spect any  account  or  book  or  document  of  the  corporation  except 

2  Art.  I,  By-laws,  §§1  and  2.  «  By-laws,  Art.  I,  §  G. 

»  By-laws,  Art.  I,  §§  3-5.  t  Charter,  Art.  VII. 

*  By-laws,  Art.  V,  §  4.  s  Charter,  Art  VII. 

B  By-laws,  Art.  I.  §  5.  o  By-laws,  Art,  VI,  §  1. 


54  THE   UNITED    STATES    STEEL   CORPORATION. 

as  conferred  by  statute  or  authorized  by  the  board  of  directors, 
or  by  a  resolution  of  the  stockholders."^^ 

(2)  Directors. — The  directors  are  twenty-four  in  number, 
divided  in  three  groups,  elected  for  three  years,  but  so  arranged 
that  the  term  of  one-third  of  them  shall  expire  every  year ;  they 
are  each  required  to  hold  at  least  one  share  of  stock;  regular 
meetings  are  to  be  held  monthly,  without  notice,  and  special 
meetings  upon  call  with  one  or  two  days'  notice ;  the  majority 
constitutes  a  quorum,  and  any  resolution  requires  an  affirma- 
tive two-fifths  vote ;  no  contract  between  the  new  company  and 
any  other  corporation  shall  be  affected  by  the  fact  that  directors 
of  this  company  are  interested  in  or  are  directors  of  such  other 
corporation,  if  at  the  meeting  authorizing  such  contract  there 
shall  be  a  quorum  present  not  so  interested ;  and  any  contract 
between  a  director  and  the  corporation  shall  be  valid  if  ap- 
proved by  the  affirmative  vote  of  ten  disinterested  directors. 
They  shall  receive  10  cents  per  mile  for  traveling  to  such  meet- 
ings and  $20  per  day  for  attendance.-^ ^  They  may  hold  meet- 
ings either  in  or  out  of  New  Jersey;  may  elect  and  remove 
officers ;  may  create  and  select  from  their  number,  by  majority 
vote  of  all,  an  executive  committee,  and  a  finance  committee; 
provide  for  inspecting  books ;  fix  the  working  capital  from  time 
to  time;  declare  dividends  out  of  the  surplus  or  net  profits; 
and  use  any  of  the  same  in  purchasing  and  retiring  the  shares 
of  stock  of  the  company  itself,^  ^  and  make  or  amend  the  by- 
laws.^ ^ 

(3)  Executive  Committee. — The  executive  committee  shall 
consist  of  six  members  in  addition  to  the  President  of  the  Com- 
pany and  the  Chairman  of  the  finance  committee,  who  are  ex- 
officio  members ;  all  are  selected  by  the  board  of  directors ;  and 
"so  far  as  possible  each  of  the  six  elected  members  of  the  ex- 
ecutive committee  shall  be  a  person  having,  or  having  had  per- 
sonal experience  in  the  conduct  of  one  or  the  other  of  the 
branches  of  manufacture  or  mining,  or  of  transportation,  in 
which  the  company  is  interested.    This  committee  must  report 

10  Art.  VII,  Charter.  J  2  Art.  VII,  Charter. 

11  By-laws,  Art.  II.  "  By-laws,  Art.  III.  §§  t  and  2. 


THE   UNITED    STATES    STEEL    CORPORATION.  55 

all  of  its  actions  to  the  board  at  every  regular  meeting ;  it  may 
fix  its  own  rules  of  proceeding;  an  affirmative  vote  of  a  ma- 
jority of  all  shall  be  necessary  to  any  action  by  it;  members 
may  receive  compensation  to  be  fixed  by  finance  committee  and 
approved  by  the  board,  and  during  the  interval  between  board 
meetings  it  "shall  possess  and  may  exercise  all  the  powers  of 
the  board  of  directors,  in  the  management  and  direction  of  the 
manufacturing,  mining,  and  transportation  operations  of  the 
company,  and  of  all  other  business  and  affairs"  (except  such  as 
are  assigned  to  the  finance  committee)  ;^^  during  intervals  be- 
tween meetings  of  the  executive  committee  its  chairman  is 
vested  with  its  powers.^ '^ 

(4)  Finance  Committee, — The  finance  committee  shall  con- 
sist of  four  members  selected  in  the  same  way,  and  the  Presi- 
dent and  Chairman  of  the  executive  committee  as  ex-officio 
members.  So  far  as  practicable,  each  of  the  four  shall  be  a  per- 
son of  experience  in  matters  of  finance;  this  committee  "shall 
have  special  and  general  charge  and  control  of  all  financial 
affairs  of  the  company,"  and  have  supervision  over  the  general 
counsel,  treasurer,  auditor,  and  secretary;  in  intervals  between 
board  meetings,  it  shall  exercise  all  the  financial  powers  of  the 
board,  including  purchase  of  property,  and  execution  of  legal 
instruments ;  its  chairman  is  clothed  with  its  power  between  its 
meetings ;  subject  to  supervision  by  by-law  provision  or  resolu- 
tion of  the  board,  it  shall  fix  all  salaries,  etc."  ^^ 

The  general  officers  provided  for  are  a  President,  "one  or 
more  Vice-Presidents,"  a  general  counsel,  a  treasurer,  a  secre- 
tary, and  an  auditor,  all  to  be  elected  by  the  board,  and  such 
other  officers  as  it  shall  deem  necessary. 

The  board,  by  majority  vote  of  all,  may  remove  any  officer  or 
agent;  the  finance  committee  may  suspend  the  counsel, 
treasurer,  secretary  or  auditor,  or  remove  any  one  in  their  de- 
partments ;  and  the  executive  committee  can  remove  any  of  the 
other  officers,  agents,  or  employes  not  appointed  by  the  board.^^ 

(5)  Officers. — The  president  shall  have  general  charge  of 

1*  By-laws,  Art.  Ill,  §§  1  and  2.  le  By-laws,  Art.  Ill,  §  3. 

i«  Ibid.  17  By-laws,  Art.  IV,  §  1. 


56  THE    UNITED    STATES    STEEL   CORPORATION. 

the  business,  including  manufacturing,  mining,  and  transpor- 
tation, and  sign  all  contracts,  and  certificates  of  stock.^^ 

The  treasurer  shall  have  custody  of  the  funds,  endorse  for 
collection  all  instruments  so  requiring,  sign  receipts,  deposit 
funds  as  board  shall  direct;  jointly  with  some  one  to  be 
designated  by  the  board,  sign  all  checks  of  the  company ;  jointly 
with  the  president  sign  bills  and  notes,  and  certificates  of  stock ; 
render  an  account  of  cash  whenever  finance  committee  or  board 
requests ;  keep  full  and  accurate  accounts  of  funds ;  and  exhibit 
his  books  to  any  director  upon  request  during  business  hours ; 
give  such  bond  as  board  fixes.^^ 

The  secretary  shall  keep  minutes  of  all  meetings  of  stock- 
holders, board,  executive,  finance,  or  other  committees ;  give  and 
serve  all  notices  of  meetings ;  together  w^ith  the  president  sign 
contracts;  affix  the  seal;  have  charge  of  stock  and  transfer 
books ;  and  exhibit  them  at  any  time  during  business  hours  to 
any  director  on  request."^ 

The  auditor  shall  have  general  charge  of  the  accounts  of  the 
company.  The  functions  of  other  officers  need  no  further  ex- 
planation. 

(6)  Voting  stock  held. — The  trust  power  to  vote  stocks  held 
in  other  corporations  is  thus  provided  for: — ^'Unless  otherwise 
ordered  by  the  board  of  directors  or  the  finance  committee,  the 
chairman  of  the  finance  committee  or  the  chairman  of  the  ex- 
ecutive committee  shall  have  full  power  and  authority  in  be- 
half of  the  company  to  attend  and  to  act  and  to  vote  at  any 
meeting  of  the  stockholders  of  any  corporation  in  which  the 
company  may  hold  stock  and  at  any  such  meeting  shall  possess 
and  may  exercise  any  and  all  rights  and  powers  incident  to  the 
ownership  of  such  stock  and  which,  as  the  owner  thereof,  the 
company  might  have  possessed  and  exercised  if  present.  The 
board  of  directors  or  the  finance  committee,  by  resolution  from 
time  to  time,  may  confer  like  power  upon  any  other  person  or 
persons.  "^^ 

18  Ibid..  §  2.  20  Ibid.,  §  7. 

19 Art.  IV,  §5,  Bylaws.  21  Art.  IV,  §  10,  By-laws. 


THE   UNITED    STATES    STEEL   CORPORATION.  57 

3.     Method  of  management. 

(1)  General  plan. — "The  plan  is  to  have  each  of  the  mills 
or  companies  maintain  a  separate  organization  such  as  it  has 
now,  but  over  all  of  these  mills  will  be  one  official  who  will  have 
general  charge  and  oversight  of  each  of  the  branches.  The 
policy  will  be  directed  from  the  general  headquarters  in  "New 
York  and  the  plants  will  have  to  abide  by  the  mandates  of  the 
superiors.  There  will  also  be  a  division  of  the  territory  among 
the  mills  absorbed  with  a  compact  agreement  which  would  pre- 
vent price  wars  or  a  demoralization  through  the  ambition  of  the 
local  managers."^^  '^The  individual  interests  retain  their 
identity, — in  other  words,  the  United  States  Steel  Corporation 
will  bear  the  same  relation  to  the  constituent  concerns  as  does 
the  Federal  Steel  Company  to  the  Illinois  Steel  Company."  ^^ 
President  Gary  of  the  Federal  Steel  Company,  thus  explained 
this  relation  to  the  Industrial  Commission :  ^^ — "Question : 
What  control  and  what  power  of  direction  has  the  Federal 
Steel  over  the  several  boards  of  directors  of  the  companies 
forming  the  Federal  Steel  Company? 

"Answer;  It  has  no  control  whatever  directly.  It  has  the 
same  control  indirectly  that  any  stocldiolder  of  any  company 
has.  If,  for  instance,  you  were  the  holder  of  all  the  stock  or  a 
majority  of  the  capital  stock  of  any  corporation,  you  would 
ultimately  have  control  of  the  company.  If  your  directors  were 
elected  for  a  term,  you  could  not  get  control  until  the  term  ex- 
pired, and  if  their  action  was  not  satisfactory  to  you,  naturally 
when  the  time  of  election  came,  you  would  place  in  position  a 
power,  a  directory,  that  was  satisfactory  to  you,  so  that  in- 
directly or  ultimately,  you  would  have  control  over  all  these 
constituent  companies."     *     *     * 

Q.  "In  other  words,  the  preamble  of  your  articles  of  incor- 
poration ought  to  have  read  something  like  this:" — "In  order 
to  form  a  more  complete  or  better  union  of  the  interests  of  these 

2*  Age  of  Steel,  April  13,  1901,  p.  21.    See  also  note,  infra,  p.  102. 

28  Iron  Age,  Feb'y  28,  1901. 

2*  Report  of  Indus.  Com.  (Testimony),  Vol.  I,  p.  994,  et  acq. 


58  THE   UNITED   STATES   STEEL  CORPORATION. 

several  companies,  we  hereby  agree  to  form  the  Federal  Steel 
Company.     Would  that  cover  about  the  requirement  ?" 

"Answer :  That  is  a  very  happy  way  of  expressing  the  idea, 
at  least.  The  Federal  Steel  Company  *  *  I  think,  is  in  no 
sense  a  trustee.  *  *  It  is  the  absolute  owner,  and  controls 
that  stock  just  as  much  as  you  would  if  you,  as  an  individual, 
owned  it,  no  difference,  no  secret  arrangement  about  it,  no 
private  understanding  about  it,  no  pool  or  any  division  in  any 
way  of  business,  business  interests,  or  profits."  *  *  "Q. 
You  have  direct  control  over  the  earnings  of  all  these  companies, 
have  you  not  ?  Ans.  l^o,  except  in  the  same  way,  we  have  no 
control  whatever." 

(2)  Dividends: 

"Q.  You  declare  the  dividends?  Ans.  'No,  They  declare 
their  own  dividends.  The  Federal  Steel  Company  gets  its 
dividends  on  this  stock  just  as  you  get  dividends  on  your  stock 
in  the  company.  If  the  Illinois  Steel  Company  has  money 
v/hich  is  available  to  pay  dividends,  the  directory  of  that  com- 
pany will  declare  dividends  to  the  stockholders  of  the  company, 
and  the  Federal  Steel  Company,  being  a  stockholder,  will  get 
that  dividend;  and  the  same  is  true  of  the  other  companies." 

(3)  Failure  to  obey. — "Q.  Suppose  one  of  these  independ- 
ent companies  refuses  to  obey  any  action  of  the  Federal  board 
of  directors,  what  recourse  have  you?  Ans.  Not  any,  until 
next  election.  *  *  *  Suppose  you  owned  the  majority  of 
the  capital  stock  of  a  corporation;  the  presiding  officer  of  this 
commission  owns  a  minority.  Now  you  get  together  at  your 
annual  election,  and  you  elect  Professor  Jenks,  Mr.  Harris,  and 
myself  directors  of  that  company.  We  are  in  absolute  control 
of  that  company  for  a  time,  although  we  do  not  own  more  than 
one  share  of  stock  each.  You  own  a  majority  of  the  company 
and  you  cannot  do  anything.  We  do  as  we  please.  You  sit  by, 
and  at  the  end  of  the  year  you  put  in  a  directory  that  is  satis- 
factory to  you ;  but  it  is  not  really  a  practical  question,  because 
Mr.  Harris  and  Professor  Jenks  and  myself  have  only  one 
share,  and  if  we  are  men  of  any  sense  or  any  honesty,  we  are 
not  going  to  disregard  the  wishes  that  you  and  the  presiding 


THE   UNITED   STATES    STEEL   CORPORATION.  59 

officer  of  this  commission,  who  are  real  stockholders,  express." 
These  answers  by  Mr.  Gary,  now  chairman  of  the  executive 
committee  of  the  new  steel  corporation,  clearly  and  exactly  ex- 
press the  relation  the  new  company  will  bear  to  its  constitu- 
ent companies. 

4.     The  personnel  of  the  management  : 

(1)  Of  the  directorate, — ^As  stated  in  the  circular  of  J.  P. 
Morgan  &  Co.,  of  March  2,  1901,  "the  entire  plan  of  organiza- 
tion and  management  of  the  United  States  Steel  Corporation 
shall  be  determined  by  J.  P.  Morgan  &  Co."  In  the  circular  of 
April  8,  the  personnel  of  the  management  was  set  forth  as  fol- 
lows : — ^Directors  for  three  years : — J.  P.  Morgan,  J.  D.  Rocke- 
feller, H.  H.  Rogers,  C.  M.  Schwab,  E.  H.  Gary,  Robert  Bacon, 
E.  C.  Converse,  Percival  Roberts, — ^five  of  these  eight,  aside 
from  Mr.  Morgan,  being  those  that  were,  or  had  been,  closely 
associated  with  him,  in  the  Federal  Steel, — (Rogers,  Gary, 
Bacon)  ; — in  National  Tube, — (Bacon  and  Converse)  ; — or 
American  Bridge, — (Roberts  and  Bacon).  Mr.  Rockefeller  is 
president  of  the  Standard  Oil  Company,  and  represents  the 
Lake  Superior  Consolidated  Mines'  interest.  Mr.  Schwab  is 
from  the  Carnegie  Company.  Those  selected  for  two  years 
were,  F.  H.  Peabody;  Charles  Steele,  and  K.  B.  Ream  (of 
the  Federal  Steel)  ;  P.  A.  B.  Widener  and  Wm.  Edenborn  (of 
the  American  Steel  and  Wire)  ;  Jas.  H.  Reed,  and  H.  C.  Frick 
(of  the  Carnegie)  ;  and  W.  H.  Moore,  a  director  of  the  ISTational 
Steel,  American  Steel  Hoop,  American  Tin  Plate,  and  American 
Sheet  Steel  Companies.  Those  selected  for  one  year  are  Marshall 
Field  and  ISTathaniel  Thayer  of  the  Federal  Steel ;  A.  S.  Hewitt 
of  the  American  Bridge;  J.  D.  Rockefeller,  Jr.,  Standard  Oil 
and  Lake  Superior  Mines ;  D.  G.  Reid,  representing  the  Moore 
companies ;  Alfred  Clifford,  of  the  American  Steel  and  Wire ; 
and  W.  E.  Dodge  and  C.  A.  Griscom,  that  do  not  seem  to  have 
been  members  of  the  directorate  of  either  of  the  constituent  com- 
panies. Mr.  Griscom  is  connected  with  the  Pennsylvania  rail- 
road, and  the  International  ITavigation  Company;  Mr.  Dodge 
is  prominent  in  the  copper  industry ;  and  Mr.  J.  H.  Reed  is  a 
partner  of  Mr.  Knox,  the  present  Attorney-General  of  the  United 


60  THE   UNITED   STATES   STEEL  CORPORATION. 

States.  Of  the  whole  twentj-four,  at  least  half,  if  not  more,  are 
those  who  have  been  closely  associated  with  Mr.  Morgan  in  other 
ventures, — ^Mr.  Bacon  and  Mr.  Steele  being  his  partners  in  the 
banking  firm. 

(2)  Of  the  Executive  Committee, — The  Executive  Com- 
mittee are  E.  H.  Gary,  chairman.  President  of  the  Federal 
Steel;  D.  G.  Reid,  President  of  American  Tin  Plate,  and 
director  and  member  of  the  executive  committees  of  IsTational 
Steel,  American  Steel  Hoop,  and  American  Sheet  Steel  Com- 
panies ;  W.  Edenborn,  a  director,  and  member  of  executive  com- 
mittee of  American  Steel  and  Wire  Company ;  E.  C.  Converse, 
President  of  N'ational  Tube  Company;  Percival  Roberts, 
President  of  the  American  Bridge  'Company;  and  Charles 
Steele,  a  member  of  the  Morgan  firm,  and  a  director  in  the  Na- 
tional Tube  Company, — this  makes  four  of  the  six,  close  associ- 
ates of  Mr.  Morgan. 

(3)  Of  the  Finance  Committee. — The  Finance  Committee 
has  Mr.  Bacon,  banking  partner  of  Mr.  Morgan  for  chairman ; 
he  is  also  a  director  in  Federal  Steel,  National  Tube,  and 
American  Bridge  companies ;  H.  H.  Rogers,  and  N.  B.  Ream, 
both  directors  in  the  Federal  Steel  Company ;  P.  A.  B.  Widener, 
a  director  of  the  American  Steel  and  Wire. 

(4)  Officers. — The  president  is  C.  M.  Schwab,  of  the 
Carnegie  Company;  Chairman  of  Executive  Committee,  E. 
H.  Gary,  of  the  Federal  Steel;  Chairman  of  Finance  Com- 
mittee, Robert  Bacon,  of  the  banking  firm;  General  Counsel, 
F.  L.  Stetson,  attorney  for  the  banking  firm ;  Treasurer,  A.  F. 
Luke,  director  and  treasurer  of  the  National  Tube  Company; 
Secretary,  R.  Trimble,  and  Auditor,  Edw.  Shearson.  In  all 
lines  and  sources  of  power,  either  in  the  directorate,  the  ex- 
ecutive, or  the  finance  committees,  or  ofiicers,  Mr.  Morgan's 
close  friends  are  in  the  majority. 

(5)  Mr.  Schwab,  'president. — Some  of  these  men  deserve  a 
fuller  notice,  for  they  have  had  interesting  careers.  The  presi- 
dent, Mr.  Schwab,^  is  the  youngest  of  any  of  them  upon  whom 
great  responsibility  is  placed.     He  is  a  discovery  of  the  Car- 

1  The  items  as  to  Mr.  Schwab,  are  from  Iron  Age,  April  11,  1901;  Age 
of  Steel,  April  13,  1901;  and  World's  Work,  May,  1901. 


THE   UNITED    STATES    STEEL   CORPORATION.  61 

negie  Company,  and  only  tliirty-nine  years  old.  He  was  born 
at  Williamsburg,  Blair  county,  Pennsylvania,  February  18, 
1862.  When  he  was  ten  years  old  his  parents  removed  to  Lor- 
etto.  At  fifteen  years  of  age  he  was  a  freckled-faced  boy  driv- 
ing a  rickety  old  mail  wagon  from  Loretto,  Pennsylvania,  to 
Ci^esson.  St.  Xavier's  Catholic  College  was  located  at  Loretto, 
and  this  he  entered,  and  graduated  at  the  age  of  eighteen,  in 
1880.  He  had  here  "learned  something  of  engineering,  which 
he  liked  better  than  anything  else  they  taught."  As  soon  as  he 
graduated,  finding  nothing  to  his  liking,  and  his  parents  being 
poor,  he  took  the  first  thing  at  hand — a  clerkship  in  a  country 
grocery  store  at  Braddock,  Pennsylvania,  at  $2.50  per  week. 
One  day  Captain  Jones,  superintendent  of  the  Edgar  Thomp- 
son Steel  Works,  entered  the  store,  and  Mr.  Schwab  asked  him 
for  a  place.  "Can  you  drive  spikes  ?"  was  asked.  "I  can  drive 
anything,"  was  the  answer.  "At  a  dollar  a  day?"  "At  any 
price,"  and  so  he  began  at  $6  a  week,  and  now,  twenty  years 
after,  is  reported  to  have  a  salary  of  from  $800,000  to  $1,000,- 
000  per  year  as  president  of  the  greatest  corporation  in  the 
world.  In  six  months  after  he  commenced  to  drive  spikes,  he 
was  chief  of  the  engineering  corps  with  which  he  had  begun 
work.  From  here  he  went  to  the  drafting  office,  where  he  made 
like  rapid  progress.  He  studied  chemistry  at  nights  in  an  im^ 
provised  laboratory  in  his  own  house,  and  though  he  never  had 
a  technical  education,  he  made  himself  master  of  every  detail. 
In  1887  the  Homestead  Works  needed  a  new  superintendent, 
and  Mr.  Schwab  took  the  place.  Reconstruction  here  was  needed, 
and  he  made  the  plant  the  largest  in  the  world.  In  1889  Cap- 
tain Jones,  of  the  Edgar  Thompson  Works,  was  killed,  and  Mr. 
Schwab  was  sent  there  to  take  charge,  and  in  1892,  after  the 
strike,  the  Homestead  Works  were  also  placed  under  his  general 
superintendence.  A  "metal  mixer"  to  reduce  cost  had  been 
needed,  and  he  and  Mr.  Jones  had  developed  one.  The  rail  mill 
must  be  enlarged,  and  Mr.  Schwab  gave  it  the  largest  capacity  of 
any  in  the  world.  Armor  plate  was  wanted  by  the  Government^ 
and  Mr.  Schwab  gave  it  to  them.  Mr.  Carnegie  said  he  had 
found  a  "young  genius,"  and  soon  made  him  a  partnel*,  and  in 


62  THE   UNITED   STATES   STEEL   CORPORATION.  j 

189Y  lie  became,  by  preference  of  Mr.  Carnegie,  the  president  of  ' 
the  Carnegie  Steel  Company,  and  in  1900  of  the  reorganized  j 
!N'ew  Jersey  Carnegie  Company,  and  in  1901  president  of  the  i 
United  States  Steel  Corporation.  Early  every  morning,  as  pres-  ; 
ijdent  of  the  Carnegie  Company,  he  inspects  some  portions  of  the  \ 
works,  and  at  ten  is  in  his  office,  where  with  a  stenographer  his  ; 
mail  is  quickly  disposed  of — for  he  comprehends,  decides  and  j 
acts  quickly.  Conferences  with  heads  of  departments  are  then  i 
held,  and  other  parts  of  the  works  are  visited,  once  a  week  the  \ 
whole  great  plant  being  once  inspected  by  him.  On  Saturday  the  i 
heads  of  each  department  lunch  with  him.  Absolutely  no  busi-  j 
ness  conversation  is  allowed  at  the  meal.  The  conference  be-  I 
gins  afterward,  every  important  word  of  which  is  taken  down  by  j 
stenographers.  On  Monday  the  heads  of  departments  hold  like  : 
lunches,  with  their  associates,  where  results  and  plans  are  made  ] 
known.  He  is  a  common  man  among  all  the  others — a  fellow-  i 
associate  with  all,  with  no  one  under  him.  So  far  as  he  is  i 
master,  it  is  only  through  greater  knowledge,  capacity  and  • 
experience.  Physically,  he  is  short,  full  face,  keen  brown  eyes,  '• 
quick  step,  frank  speech,  courteous,  but  firm.  He  plays  the  > 
violin  and  piano,  and  loves  music — and  has  quietly  given  much  '\ 
in  the  way  of  charity.  He  masters  details,  decides,  and  acts  ; 
promptly,  assured  of  success.  j 

(6)  Other  members  of  Executive  Committee} — Mr.  Gary,  \ 
chairman  of  the  Executive  Committee,  was  born  at  Wheaton,  ! 
Hlinois,  in  1846,  and  is  a  graduate  of  Wheaton  public  schools,  ! 
Wheaton  College,  and  the  Chicago  Law  School.  For  twenty-  j 
five  years  he  practiced  law  in  Chicago,  after  having  been  mayor  j 
of  Wheaton  and  county  judge  for  two  years  each.  He  was,  | 
while  in  practice,  closely  associated  with  those  who  built  up  i 
the  iron  and  steel  interests  of  Illinois.  He  was  prominent  in  \ 
organizing  the  Illinois  Federal  Steel.  ; 

W.  H,  Moore,  formerly  of  Chicago,  now  of  ISTew  York,  was  ] 

born  in  1848,  at  Utica,  New  York — a  graduate  of  Cortland  | 

Academy,  and  Amherst  College ;  afterward  studied  law  in  Wis-  | 

consin ;  then  opened  an  office  on  the  Pacific  Coast,  but  in  1872  i 

1  These  items  are  from  Iron  Age,  April  11,  1901. 


THE   UNITED    STATES    STEEL   CORPORATION.  63 

opened  an  office  in  Chicago,  making  a  specialty  of  corporation 
law.  He  has  been  one  of  the  most  successful  promoters  of  the 
big  corporations  of  recent  years.  He  organized  the  !N^ational 
Biscuit  Company,  the  American  Tin  Plate,  the  American  Steel 
Hoop,  the  l^ational  Steel,  and  the  American  Sheet  Steel. 

Mr.  Reid  and  Mr,  Luke,  both,  were  bankers  before  being  con- 
nected with  the  corporations — the  Tin  Plate  and  ;N"ational  Tube 
Companies — ^which  they  represent  in  the  new  corporation. 
Mr.  Edenborn  is  a  practical  wire  drawer,  born  in  Prussia.  Mr. 
Converse  was  practically  educated  as  an  apprentice  in  the 
manufacture  of  tubes,  while  his  father  was  president  of  the 
original  N'ational  Tube  Company.  Mr.  Roberts,  a  graduate  of 
Haverford  College,  served  on  the  Pennsylvania  Geological 
Survey,  is  a  civil  and  mining  engineer,  and  became  president 
of  the  American  Bridge  Company  when  it  was  formed.  Nearly 
all  of  these  men  have  widely  diversified  interests  in  mining, 
manufacturing  and  transportation  companies,  as  well  as  in 
banks,  in  various  parts  of  the  country.-^  As  has  been  said, 
"the  character  of  the  men  in  the  directory  is  a  prophecy  of  the 
success  of  the  company.  The  members  are  men  of  rare  strength 
in  both  money  and  experience.  They  have  never  been  in  the 
habit  of  connecting  their  names  with  unsuccessful  concerns."^ 

5.     Policy  of  the  new  company. 

(1)  As  to  prices. — ^It  is  too  soon  to  speak  with  any  degree 
of  certainty  as  to  its  policy.  It  has  so  commanding  a  position 
both  from  what  it  owns  and  the  capital  at  its  command,  as  to 
enable  it  to  dictate  prices  in  nearly  every  line  it  represents,  if  it 
so  determines.  The  Review  of  Reviews  says,  editorially,^  it 
disavows  "all  intention  of  increasing  prices  or  aiming  to  gain  a 
monopoly  power  to  the  disadvantage  of  consumers.  On  the  con- 
trary, it  seems  to  be  the  sincere  opinion  of  men  connected  irn- 
portantly  with  this  great  corporation  that  the  consumer  will  be 
decidedly  benefited  in  the  end.    This,  of  course,  remains  to  be 

1  These  items  are  from  Iron  Age,  April  11,  1901. 

2  Cosmopolitan,  May,  1901,  p.  32. 
8  April,  1901,  p.  387. 


64  THE   UNITED   STATES   STEEL  CORPORATION. 

seen.  isTobody  supposes  that  the  United  States  Steel  Corpora- 
tion will  decline  to  make  as  much  money  as  it  reasonably  can. 
It  will  be  in  a  position,  however,  to  study  carefully  the  demands 
not  only  of  this  country,  but  of  the  whole  world,  and  so  to 
regulate  supply  and  prices  as  to  diminish  the  danger  of  those 
sharp  fluctuations  in  iron  and  Steel  that  have  always  been  so 
closely  associated  with  alternating  periods  of  depression  and 
expansion  in  business  that  have  long  been  the  bane  of  trade." 
It  has  been  stated  that  they  do  not  intend  to  close  or  abandon 
any  of  their  manufacturing  plants,  but  rather  intend  to  con- 
tinue improvements  started  or  contemplated  by  the  constituent 
companies.  Their  fixed  charges  will  be  over  $45,000,000  an- 
nually, and  this  requires  a  net  profit  of  $4  per  ton  upon  the 
output  of  finished  products,  and  to  pay  four  per  cent  upon  tho 
common  stock  in  addition  requires  $2  per  ton  increase.  As  we 
have  seen,  they  have  already  dictated  the  price  of  ore.  It  has 
also  been  reported  that  they  demanded  that  the  price  of  steel 
rails  should  be  raised  $2  per  ton — from  $26  to  $28. 

(2)     As  to  labor. ^ — The  policy  toward  labor  is  also  a  mat- 

4  Since  the  foregoing  was  written,  a  protracted  strike  has  been  in 
progress.  Mr.  Schwab's  testimony  before  the  Industrial  Commission, 
in  May,  showed  a  distrust  (if  not  hostility  to  the  fundamental  principle) 
of  labor  unions  upon  his  part.  When  the  time  arrived  in  June  for  re- 
newal of  the  labor  contracts  in  the  Am.  Sheet  Steel  Co.'s  mills,  that 
company  was  represented  by  Persifor  Smith,  of  Pittsburg  (asserted  to 
be  a  bitter  enemy  of  organized  labor).  The  Amal.  Assoc,  of  I.  S.  and 
T.  Workers  asked  that  the  old  scale  of  wages  should  be  renewed  for  a 
year.  This  was  readily  agreed  to;  but  a  further  demand  (it  is  said)  was 
made  that  the  company  should  sign  the  scale  for  all  the  mills  of  the 
Sheet  Steel  Co.,  both  union  and  non-union;  this  was  refused  and  the 
strike  was  ordered  July  15,  in  the  mills  of  the  Sheet  Steel,  Steel  Hoop, 
and  Tin  Plate  companies;  the  order  affected  about  75,000  men,  about 
two-thirds  being  union  men  or  dependent  on  them.  It  is  stated  that 
the  union  insisted  that  all  the  mills  should  be  "unionized,"  and  the 
union  should  have  access  to  the  mills  for  the  purpose  of  persuading 
non-union  men  to  join.  This  was  refused  by  the  company  for  th^  rea- 
son (as  reported)  that  if  acceded  to  it  would  practically  compel  un- 
willing non-union  men  to  join  the  union,  or  be  persecuted  by  it;  on  the 
other  hand  it  is  claimed  by  the  union  (as  reported)  that  the  company 
insists  upon  the  men  in  many  of  the  non-union  mills  signing  contracts 
agreeing  not  to  join  the  union.    This  does  not  seem  to  be  denied,  and 


THB   UNITED    STATES    STEEL   CORPORATION.  65 

ter  of  speculation.  Mr.  Schwab  undoubtedly,  if  left  to  him- 
self, would  follow  Mr.  Carnegie's  policy  of  fairness  for  honest 
service,  and  quick  recognition  of  excellence.  IN'early  every  one 
of  those  in  responsible  places  in  the  Carnegie  Company  were 
those  who  had  worked  their  way  up  to  partnership  with  him  by 
excellence  of  service.  The  policy  of  making  a  careful  estimate 
of  the  cost  of  any  product  or  machine  or  improvement  was 
adopted,  and  that  would  be  the  price  paid  for  it.  If  any  work- 
man could  save  from  that  cost,  he  got  the  amount  saved.^  He 
was  encouraged  to  invest  his  savings  in  the  stock  of  the  com- 
pany. A  similar  policy  has  lately  been  adopted  in  the  ISTational 
Biscuit  Company,  with  the  knowledge  and  encouragement  of 
many  of  the  men  active  in  formation  and  management  of  the 
Steel  Corporation.^  Although  it  has  been  said  that  "Mr. 
Schwab's  recognized  qualifications  lie  in  his  well-known 
friendliness  toward  organized  labor,  and  his  very  loyal  sym- 
pathy for  the  men  who  work  in  the  mills,  and  for  their  wives 
and  children,"''  it  is  known  that  since  the  great  strike  of  1892 
the  Carnegie  policy  has  been  against  recognizing  the  labor 
organizations.  He  has,  however,  been  through  all  their  trials 
and  hardships,  and  has  their  full  respect  and  esteem.® 

One  of  the  companies  absorbed  had  made  an  arbitration 
agreement  with  its  workmen,  and  it  is  said  the  workmen  in  the 
iron  and  steel  workers'  organization  favor  such  a  plan.^  The 
general  policy  of  most  of  the  iron  and  steel  managers  has  been 
to  do  well  by  their  employees,  and  reap  their  own  rewards 

the  union  claims  that  the  strike  is  to  establish  the  right  of,  and  to  pro- 
tect, those  who  choose  to  become  members  of  the  union,  from  annoy- 
ance or  dismissal  for  joining.  A  basis  of  settlement  is  said  to  have 
been  agreed  upon  by  conference  in  New  York,  July  27,  but  the  strike 
is  not  yet  (Aug.  3)  ended.  It  is  said  the  cost  to  the  company  is  $210,- 
000,  and  to  the  employees,  $156,000,  daily.  See  New  York  Independent, 
July  4,  p.  1518;  July  11,  p.  1583;  July  18,  p.  1642;  July  25,  pp.  1703,  1711 
(Mr.  Shaffer's  article),  Aug.  1,  p.  1767.    Rev.  of  Rev.,  Aug.,  1901.  p.  146. 

B  World's  Work,  April,  1901,  p.  617. 

«  Rev.  of  Rev.,  April,  1901,  p.  390. 

T  Ibid. 

8  World's  Work,  April,  1901,  p.  617. 

0  Rev.  of  Rev.,  editorial,  April,  1901,  p.  391. 
5 


66  THE   UNITED   STATES   STEEL   CORPORATION, 

througli  increased  skill  of  their  workers,  careful  organization 
and  perfect  machinery.  ^'^ 

(3)  As  to  the  public  generally. — It  is  reported  that  Mr. 
Morgan  refused  to  personally  confer  with  President  Mitchell 
of  the  !Mine  Workers^  Association  in  regard  to  the  conditions 
in  the  anthracite  coal  regions.  It  is  said  that  Mr.  Carnegie  and 
Mr.  Morgan  declined  (because  they  were  about  to  go  abroad) 
to  testify  before  the  Industrial  Commission.  Mr.  Schwab  has 
been  a  witness  before  the  Commission  within  the  last  few  days, 
and  very  frankly  testified  as  to  the  industrial  side  of  the  new 
organization.  He  disclaimed  having  accurate  knowledge  of  the 
details  of  the  financial  side  of  the  formation  of  the  new  com- 
pany. 

As  to  making  reports  to  public  authorities,  Mr.  Stetson, 
attorney  for  the  new  company,  gave  his  views  in  his  testimony^  ^ 
before  the  Industrial  Commission  as  follows,  when  asked  "how 
far  should  the  laws  of  a  state  lend  publicity  to  the  whole  opera- 
tions of  every  company  chartered  under  it?"  "I  think  that 
with  reference  to  companies  that  are  organized  for  public  work, 
like  insurance  companies  and  railway  companies,  that  should 
be  done.  I  think  that  to  put  that  obligation  upon  companies 
engaged  in  trade,  who  have  rivals  that  do  not  have  to  make  such 
publications,  would  be  an  unjust  discrimination,  and  there  is 
no  reason  for  it  whatever,  if  you  are  going  to  permit  corpora- 
tions to  engage  in  trade.  That  is  a  way  of  throttling  the  infant 
that  has  been  born  at  the  request  of  the  state," — the  theory 
being  that  every  state  that  grants  a  corporate  charter  does  it 
for  the  benefit  of  the  state,  and  having  invited  it  to  come  into 
existence,  should  give  it  a  chance  to  live. 

Upon  the  other  hand,  Mr.  Gary,  chairman  of  the  Executive 
Committee  of  the  new  company,  says:^^     "I  do  not  quite  agree 

10  Rev.  of  Rev.,  April,  1901,  p.  391. 

11  Rept.  Indus.  Com.,  Testimony,  Vol.  1,  p.  975. 

12  Testimony,  Indus.  Com.,  Vol.  1,  p.  996.  [The  new  company  has 
recently  made  public  a  statement  of  its  monthly  net  earnings  for  the 
past  six  months, — thus  following  Mr.  Gary's  idea  of  giving  to  the  public 
information  usually  withheld.    See  p.  33,  supra.} 


THE   UNITED    STATES    STEEL    CORPORATION.  67 

with  some  of  the  gentlemen  that  the  affairs  of  a  large  corpora- 
tion should  be  kept  secret.  I  think  the  great  benefit  *  *  * 
of  the  action  of  this  Commission  is  in  ascertaining  fully  all  the 
facts  which  are  so  much  in  the  public  mind,  and  distributing 
the  knowledge  and  information  which  they  receive.  That  is 
what  is  needed — that  is  what  the  public  should  know. 

"There  are  always  two  sides  to  these  great  quescions.  Very 
frequently  the  laboring  man  is  abused,  and  very  frequently 
the  corporation  is  abused,  and  very  frequently  the  public  is 
abused,  and  very  frequently  the  public  laws  abuse  the  corpora- 
tion. They  are  sometimes  too  liberal  in  favor  of  corporations, 
and  at  other  times  they  are  too  harsh  against ,  corporations. 
ISTow,  when  you  bring  all  these  people  together,  *  *  *  and 
the  people  ascertain  what  the  facts  are,  *  *  *  so  that 
everybody  has  an  opportunity  of  knowing  what  they  are  doing, 
— all  classes  of  people  are  not  so  dishonest  that  they  are  not 
going  to  do  the  fair  thing.  *  *  *People  should  be  brought 
together.  *  *  *  Laboring  men  and  capital  should  be 
brought  together,  and  we  should  all  know  all  the  facts,  and  on 
that  evidence  all  of  us  will  properly  consider  and  decide  these 
questions," 


C8  THE    UNITED    STATES   STEEL   CORPORATION. 


IV.     LEGALITY. 

1.  In  general. 

The  legal  details  are  very  complex,  involving  the  laws  of 
eighteen  different  states,  and  also  those  of  the  United  States. 
Many  questions  involved  have  received  but  little  discussion  by 
legal  writers,  or  in  the  decisions  of  the  courts;  and  a  great 
variety  of  views  has  emerged  from  such  discussion  as  has  taken 
place.  It  is  impossible  now  for  us  to  discuss  these  in  detail — 
only  the  general  problems  and  their  legal  meaning  can  be 
pointed  out.  The  points  to  which  our  attention  will  be  directed 
are  the  following :  Why  was  the  new  company  incorporated  in 
New  Jersey  ?  Is  it  a  trust  ?  What,  in  general,  is  the  extent 
of  the  power  of  the  national  and  state  governments  over  such 
institutions?  What  do  the  laws  now  authorize  to  be  done? 
What  further  might,  or  ought  to,  be  done  ? 

2.  Why  was  it  incorporated  in  New  Jersey  ? 

The  reasons  are  based  upon  provisions  of  the  New  Jersey  law 
relating  mainly  to  five  things,  viz.:  (1)  initial  cost;  (2)  uni- 
formity of  policy;  (3)  taxation;  (4)  powers  possible;  (5) 
shareholders'  and  directors'  liability. 

(1)  Initial  cost  of  incorporation}^ — Confining  ourselves 
to  the  nine  principal  states  involved,  the  incorporation  fee  in 
New  Jersey  was  $220,000, — 20  cents  on  each  $1,000 ;  in  Mich- 
igan or  Minnesota,  the  fee  would  have  been  $550,000,  or  a 
little  over;  in  Ohio,  Indiana,  Illinois,  or  Wisconsin,  it  would 
have  been  $1,100,000, or  slightly  more ;  in  New  York^^or  Penn- 
sylvania, it  would  have  been  $1,375,000 — ^more  than  six  times 
the  New  Jersey  fee ;  the  Delaware  fee  would  have  been  $165,- 

i^See  Vol.  II,  Rept.  Indus.  Com.,  p.  273,  et  seq. 

1*  Since  the  Steel  Corporation  was  incorporated,  New  York  has  ma- 
terially modified  her  corporation  law,  reducing  fees,  lessening  liability 
of  directors,  allowing  voting  trusts,  etc. 


THE    UNITED    STATES    STEEL    CORPORATION.  69 

000 — $55,000  less  than  in  New  Jersey,  but  the  Delaware  law  is 
new,  and  its  meaning  not  yet  settled  by  the  courts. 

(2)  Uniformity  of  policy, — For  more  than  fifty  years — 
since  1846 — the  laws  of  New  Jersey  in  regard  to  corporations 
have  been  practically  uniform — ^no  sudden  and  radical  changes, 
although  some  provisions  have  been  made  of  a  restrictive  char- 
acter, they  have  been  frequently  enacted  at  the  suggestion  of 
corporations  themselves.  There  has  been  no  hostile  policy, 
either  among  the  people  or  in  the  decisions  of  the  courts,  and  the 
provisions  of  the  laws  are  easy  to  comply  with  (or  easy  to 
evade  under  friendly  official  inaction). ^^  The  laws  of  nearly 
all  the  other  states  involved  have  been  either  not  nearly  so 
uniform  or  not  so  liberal  as  those  of  New  Jersey. 

(3)  Taxation. — A  New  York  banker  is  reported  to  have 
said  at  a  banquet  that  the  reasons  why  he  took  his  corporations 
to  New  Jersey  for  organization  was  because  New  Jersey  had  a 
full  treasury,  and  consequently  will  not  be  driven  to  squeeze 
his  corporation  to  make  up  any  deficiency.  "The  state  of 
New  York  has  a  deficiency,  and  its  officials  sit  up  at  night  to  see 
how  they  can  squeeze  more  money  out  of  my  corporation."^^ 
But  this  is  not  the  whole  reason.  Ohio,  Indiana,  Illinois, 
Michigan,  Wisconsin  and  Minnesota  impose  a  general  property 
tax  upon  corporations  in  such  a  way  as  to  require  considerable 
detail  to  be  given  as  to  their  property  and  business,  and  this 
also  involves  the  difficult  question  of  valuation,  by  three  or 
four  boards  (including  sometimes,  as  someone  has  wittily  said, 
several  slabs)  and  several  individuals,  many  of  whom,  as  Mr. 
Dill  says,  would  much  rather  see  you  about  the  taxes  at  your 
private  office  than  at  a  board  meeting.  Pennsylvania  taxes 
corporations  5  mills  upon  every  dollar  valuation  of  the  corpo- 
rate property,  including  tangible  and  intangible,  capital  stock, 
franchise,  good  will,  and  earning  capacity,  and  requires  elabo- 
rate and  detailed  reports  of  all  matters  necessary  to  determine 
these  values.  The  report  is  required  to  be  made  to  a  public 
officer.     New  York  taxes  corporations  one-fourth  of  a  mill  per 

15  Testimony  of  J.  B.  Dill,  before  Indus.  Com.  Rept,  Vol.  1,  p.  1079. 
19  Dills-  testimony,  Rept.  Indus.  Com.,  p.  1081. 


70  THE    UNITED    STATES    STEEL   CORPORATION. 

dollar  upon  the  par  value  of  the  authorized  capital  stock  em- 
ployed in  the  state.  This  necessitates  an  investigation  of  the 
business  done  in  and  out  of  the  state,  and  is  a  source  of  annoy- 
ance to  the  corporation.  New  Jersey,  upon  the  other  hand, 
has  the  very  simple  system  of  requiring  a  tax  of  one-tenth 
of  one  per  cent  on  the  par  value  of  the  paid-up  capital  stock 
outstanding,  up  to  $3,000,000;  one-twentieth  of  one  per  cent 
on  the  next  $2,000,000,  and  after  that  one-two-hundredth  of 
one  per  cent  on  the  balance.  This  tax  is  a  franchise  tax, 
whether  the  business,  or  any  of  it,  is  done  in  'New  Jersey  or  not. 
The  United  States  Steel  Corporation's  annual  state  tax  in 
"New  Jersey  will  be  (if  all  the  stock  is  issued)  $55,250;  and  it 
could  be  no  more  if  all  its  business  was  done  in  ITew  Jersey. 
If  all  of  its  capital  was  employed  in  New  York  the  annual 
state  tax  would  be  $275,000,  and  if  it  was  located  in  Pennsyl- 
vania, and  if  its  property  was  valued  at  the  face  value  of  its 
stock,  its  tax  would  be  $5,500,000  annually.  There,  however, 
would  be  no  local  property  tax  in  addition,  as  there  would  be 
in  addition  to  the  state  tax,  as  above  given,  in  New  Jersey  and 
New  York. 

(4)  Powers  available. — ^In  the  states  outside  of  New  Jer- 
sey, Delaware  and  perhaps  West  Virginia,  the  states  do  not 
allow  any  corporate  powers  to  a  corporation,  except  such  as  are 
expressly  given,  or  necessarily  implied  from  those  given,  in 
the  general  law,  to  be  obtained  by  inserting  them  in  the  articles 
of  incorporation.  The  New  Jersey  law  is  just  the  reverse  of 
this — any  power  that  the  corporators  wish  may  be  obtained  by 
inserting  it  in  the  articles  of  incorporation,  unless  it  is  ex- 
pressly or  impliedly  forbidden  by  the  general  law.  In  other 
words,  the  New  Jersey  law  enables  three  private  persons, 
seeking  their  own  interests,  to  legislate  into  existence — to 
create — any  corporate  powers  they  please,  and  confer  the  same 
upon  themselves,  imless  there  is  something  in  the  law  forbidding 
the  exercise  of  such  powers — and  very  few  things  are  in  fact 
forbidden  by  the  New  Jersey  law.  The  provision  reads :  "The 
certificate  of  incorporation  may  also  contain  any  provision 
which  the  incorporation  may  choose  to  insert     *     *     *     creat- 


THE   UNITED    STATES    STEEL    CORPORATION.  71 

ing  *  *  *  the  powers  of  the  corporation,  the  directors 
and  the  stockholders,  *  *  *  not  inconsistent  with  this 
act."*^  The  United  States  Steel  Corporation  proposes  to  en- 
gage in  mining,  manufacturing,  transportation,  trading,  as  well 
as  owning  the  stock  of,  and  controlling  other  corporations.  In 
Pennsylvania,  Ohio  and  Illinois,  and  probably  in  New  York, 
Indiana,  Michigan,  Wisconsin  and  Minnesota,  although  cor- 
porations can  be  formed  for  most  of  these  purposes,  not  more 
than  two  of  these  purposes  can  be  joined.  In  Illinois  one  cor- 
poration cannot  acquire  the  stock  of  other  corporations  (except 
a  manufacturing  company  in  a  railroad  to  its  own  works),  so 
such  a  corporation  as  the  steel  corporation  could  not  be  organ- 
ized there  with  these  powers.  So  in  Pennsylvania,  a  foreign 
corporation  cannot  own  more  than  100  acres  of  land,  and  in 
Wisconsin  not  more  than  320  acres,  and  since  it  was  necessary 
to  control  land  in  these  states,  it  was  necessary  to  organize  in 
some  state  allowing  the  ownership  of  shares  of  stock  in  a 
Pennsylvania  or  Wisconsin  company  which  could  own  the 
necessary  land  in  those  states,  and  also  allow  engaging  in  more 
than  one  line  of  business.  Michigan  and  Minnesota  having  a 
30-year,  Indiana  a  50-year,  and  Illinois  a  99-year  limit  to 
corporate  life  (unless  renewed)  would  be  excluded  for  these 
reasons.  There  is  no  limit  of  indebtedness  in  proportion  to 
the  capital  stock  in  the  'New  Jersey  law,  as  there  is  in  New 
York.  From  these  considerations  it  seems  that  New  Jersey  is 
the  only  one  of  the  nine  states  named  where  a  corporation 
could  be  organized  with  the  requisite  powers — all  of  these  pow- 
ers and  an  unlimited  duration  being  allowed  in  that  state. 

(5)  Shareholders'  and  directors'  liability. — In  New  Jersey 
there  is  no  shareholders'  liability  other  than  the  common  law 
liability  for  unpaid  subscriptions,  or  a  return  of  any  distribu- 
tion of  the  corporate  capital,  upon  failure  of  the  corporation 
and  its  inability  to  pay  its  debts.  In  New  York  by  statute 
there  is  an  individual  and  joint  liability  of  all  shareholders  to 
the  amount  of  their  shares,  in  favor  of  the  corporate  creditors, 
in  case  of  insolvency,  imtil  all  shares  are  fully  paid.    For  ex- 

17  Sec.  8/  of  the  N.  J.  Act,  1896,  as  amended  1898. 


72  THE   UNITED   STATES   STEEL  CORPORATION. 

'ample:  If  A  has  not  paid  up,  and  B  has,  B  can  be  held  by 
creditors  for  A's  delinquency.  In  New  York,  Pennsylvania, 
Indiana,  Michigan  and  Wisconsin  there  is  a  statutory  individual 
liability  for  debts  due  to  laborers,  over  or  in  addition  to,  the 
common  law  liability;  and  in  Ohio  and  Minnesota  there  is  a 
double  shareholders'  liability ;  in  Illinois  only  the  common  law 
liability  exists. 

The  directors  are  made  individually  liable  for  any  amount  of 
dividends  which  they  have  paid  out  of  the  capital  of  the  com- 
pany when  there  are  no  profits  out  of  which  to  make  payment, 
in  "New  Jersey,  'New  York,  Illinois,  Michigan  (if  corporation 
is  insolvent),  Wisconsin  and  Minnesota.  Such  performance 
is  a  misdemeanor  in  New  York,  and  subjects  the  offender  to  a 
stiff  penalty.  In  New  York  and  Illinois  the  directors  are 
made  individually  liable  if  they  borrow  money  without  security 
in  excess  of  the  capital  stock.  In  New  Jersey  they  are  made 
liable  for  debts,  for  failure  to  file  certain  reports  as  to  payment 
or  reduction  of  stock;  but  these  provisions  are  very  easy  to 
comply  with.  In  New  York  there  is  an  elaborate  list  of  duties 
imposed  upon  directors  in  regard  to  management  and  filing  re- 
ports, which,  if  neglected,  subjects  the  directors  to  a  liability 
for  the  corporate  debts,  in  addition  to  a  fine  or  imprisonment. 
If  they  give  any  preference  to  any  creditors  they  also  become 
individually  liable.  In  Illinois,  for  false  reports,  they  become 
liable  to  the  extent  of  the  damage  resulting,  and  in  New  York 
and  Minnesota  they  become  liable  for  the  debts,  and  subject  to 
severe  penalties,  or  imprisonment.  In  New  Jersey  if  an  officer 
makes  a  false  return  of  the  amount  of  capital  stock  to  the  board 
of  assessors  he  is  guilty  of  perjury. 

(6)  Special  powers, — ^In  New  Jersey  the  power  to  create 
corporate  powers  allows  the  directors  to  be  clothed  with  all 
sorts  of  authority,  that  those  who  organized  the  corporation 
wish  to  confer  upon  them.  We  have  already  seen  how  the  whole 
organization  of  the  United  States  Steel  Corporation  was  left 
in  the  hands  of,  and  determined  by,  Mr.  Morgan  and  his 
advisers.     Mr.  F.  L.  Stetson  is  general  counsel  of  the  new 


I 


THE   UNITED   STATES    STEEL   CORPORATION.  73 

corporation,  and  he  seems  to  have,  according  to  his  testimony* 
before  the  Industrial  Commission,  two  or  three  special  theories, 
which  are  provided  for  in  the  organization  of  this  company. 
These  are  (a)  that  the  directors  should  be  allowed  to  increase 
their  number  when  they  wish  to  do  so;  (b)  ought  to  have  the 
power  to  prevent  shareholders  from  inspecting  books,  except 
by  their  permission ;  and  (c)  be  allowed  to  purchase  and  retire 
the  shares  of  the  corporation  itself.  The  provision  as  to  in- 
spection of  books  has  already  been  given.  The  charter  provides 
that  the  number  of  directors  may  be  increased  as  may  be  pro- 
vided by  the  by-laws,^  and  the  by-laws  provide  that  the  number 
may  be  altered  by  the  alteration  of  the  by-laws,^  and  that  the 
directors  may  alter  the  by-laws.*  The  charter  also  provides 
that  the  directors  may,  in  their  discretion,  use  the  surplus  funds 
in  purchasing  and  retiring  the  stock  of  the  company.^. 

In  this  way,  by  these  provisions,  the  directors  become  the 
closest  of  close  corporations — or  perhaps  may  become  the  whole 
corporation  without  any  outstanding  stock,  except  qualifying 
director's  shares.  Mr.  Stetson's  theory  is  that  nothing  in  the 
way  of  organizing  a  corporation  is  undue  or  unfair  if  assented 
to,  and  also  that  the  directors  as  a  rule  own  a  large  majority  of 
the  stock  of  corporations  which  they  control.^  But  this  view 
seems  to  be  incorrect  according  to  the  investigations  of  the 
Industrial  Commission.'^ 

3.       Is  IT  AN  ILLEGAL  TRUST  ? 

This  depends  upon  two  things,  (1)  its  substance  and 
(2)  its  form, 

(1)  As  to  substance, — A  recent  definition  of  a  trust  is  "any 
combination,  whether  of  producers  or  vendors  of  a  commodity, 
for  the  purpose  of  controlling  prices  and  suppressing  competi- 
tion.    All  contracts,  agreements  and  schemes,  whereby  those 

1  Rept  Indus.  Com.,  p.  971,  et  seq,     a  By-Laws,  Art.  II. 

2  Charter,  Art.  VII.  *  By-laws,  Art.  VI. 
5  Charter,  Art.  VII. 

c  Testimony,  Indus.  Com.,  Vol.  I,  pp.  972-4. 
T  Bulletin  of  Labor,  July,  1900,  p.  668. 


74  THE   UNITED   STATES   STEEL  CORPORATION. 

who  are  competitors  combine  to  regulate  prices,  are  'trusts'."® 
A  somewhat  fuller  definition  is  the  one  given  by  Mr.  S.  C.  T. 
Dodd,  the  attorney  for  the  Standard  Oil  Company  (and  if  any- 
body ought  to  know  from  experience,  he  should).  He  says  it 
"embraces  every  act,  agreement  or  combination  of  persons  or 
capital  believed  to  be  done,  made  or  formed  with  the  intent, 
effect,  power,  or  tendency  to  monopolize  business,  restrain  or 
interfere  with  competitive  trade,  or  to  fix,  influence,  or  increase 
the  price  of  commodities."^  It  will  be  noted  that  neither  of 
these  definitions  says  anything  as  to  form.  So  far  as  the  form 
is  concerned,  that  is  immaterial.  It  is  the  purpose  and 
tendency  that  are  emphasized.  It  is  not  necessary  that  prices 
be  actually  increased,  or  that  competition  in  fact  is  prevented. 
It  is  the  purpose  and  the  power  that  are  the  essential  elements. 
"The  test  is  whether  the  contract  or  combination  in  its  apparent 
purpose  and  natural  consequence  places  such  restriction  upon 
competition  as  tends  to  create  a  monopoly. "^°  From  the  re- 
view we  have  taken  of  the  industrial  side  of  the  United  States 
Steel  Corporation,  and  waiving  all  questions  of  form,  it  is  rea- 
sonably certain  that  it  is  a  combination  made  with  the  intent, 
effect,  power  and  tendency  to  restrain  competition  in  the  iron 
and  steel  business. 

(2)     Form: 

(a)  In  general.^ — ^Does  the  form  of  organization — ^the  cor- 
porate form — prevent  it  from  being  illegal  ?  As  we  have  just 
said,  the  form  is  not  made  part  of  the  approved  definitions,  and 
by  the  decisions  of  many  of  the  courts  it  is  held  that  the  form 
wdll  be  looked  through  and  the  substance  considered.  And  al- 
though the  form  is  corporate,  and  apparently  'legal,  that  this 
will  not  purge  the  illegality  of  the  purpose.  In  Illinois,  where 
corporations  can  be  formed  for  any  lawful  purpose,  it  was  held 
that  a  gas  company,  formed  for  manufacturing  gas  and  acquir- 

8  Note  74,  Am.  St.  R.,  236. 

»Harv.  L.  R.   (Oct.,  1893).  p.  157. 

10  Note  74  Am.  St.  R.  240;  Addyston  Pipe  Co.  v.  U.  S.,  175  U.  S.  211, 
2  Indus.  Com.  R.  41;  Texas  Oil  Co.  v.  Adoue,  83  Tex.  650,  29  Am.  St 
R.  690;  Fishburn  v.  Chicago,  171  111.  338,  63  Am.  St.  R.  236. 


THE   UNITED    STATES    STEEL   CORPORATION.  76 

ing  the  shares  and  property  of  other  gas  companies,  was  illegal, 
when  the  shares  were  acquired  for  the  purpose  of  controlling 
these  other  companies,  in  order  to  prevent  competition,  and  cre- 
ate a  monopoly  in  the  business — ^and  this,  top,  when  the  express 
power  to  acquire  such  shares  was  contained  in  the  articles  of 
incorporation.^^  Substantially  the  same  view  has  been  taken 
in  several  of  the  states,*^  and  by  the  Supreme  Court  of  the 
United  States,  which  says  "it  is  not  within  the  general  powers 
of  a  corporation  to  purchase  the  stock  of  corporations  for  -the 
purpose  of  controlling  their  management,  unless  express  per- 
mission be  given  them  so  to  do."^^  There  are,  however,  de- 
cisions somewhat  at  variance  with  this  view,  by  strong  courts,^  * 
and  JSTew  Jersey  has  held  that  when  the  state  legislation  allows 
a  corporation  to  exercise  a  certain  power  the  courts  cannot  say 
that  a  combination  resulting  therefrom  is  illegal.^ '^ 

The  United  States  Steel  Corporation  is  expressly  given  the 
power  to  acquire  and  hold  shares  of  stock  in  other  corporations, 
and  vote  upon  them  as  any  other  owner  is.  It  is,  therefore, 
undoubtedly  legal  in  all  particulars,  in  'New  Jersey,  and  would 
be  so  declared  by  the  courts  of  that  state,  and  of  some  of  the 
other  states  having  a  like  policy.  But  we  must  remember 
that  "every  power,  which  a  corporation  exercises  in  another 

11  People  V.  Chicago  Gas  Trust,  130  111.  268,  2  Indus.  Com.  R.  94. 

12  Richardson  v.  Buhl,  77  Mich.  632,  27  Am.  &  Eng.  C.  C.  256,  2  Indus. 
Com.  R.  133;  Western  Woodenware  Assoc,  v.  Starkey,  84  Mich.  76,  11 
L.  R.  A.  503,  22  Am.  St.  R.  686;  Distilling  and  Cattle  Feeding  Co.  v. 
People,  156  111.  188,  47  Am.  St.  R.  200;  State  v.  Nebraska  Distilling 
Co.,  29  Neb.  700,  29  Am.  &  Eng.  C.  C.  656;  People  v.  Milk  Ex- 
change, 145  N.  Y.  267,  2  Indus.  Com.  R.  191;  Harding  v.  Am.  Glucose 
Co.,  182  111.  551,  74  Am.  St.  R.  189;  American  Handle  Co.  v.  Standard 
Handle  Co.  (Tenn.),  59  S.  W.  709;  People  v.  Nussbaum,  67  N.  Y.  S. 
492;  Trust  Co.  v.  State,  109  Ga.  736.  48  L.  R.  A.  520;  National  Lead 
Co.  V.  Grote  Paint  Stove  Co.,  80  Mo.  App.  247;  State  v.  Portland  Nat. 
Gas  Co.,  153  Ind.  483,  74  Am.  St.  R.  314. 

13  De  La  Vergne  Refrig.  Co.  v.  German  Ins.,  175  U.  S.  40. 

14  Oakdale  Mfg.  Co.  v.  Garst,  18  R.  I.  484,  49  Am.  St.  R.  784,  2  Indus. 
Com.  R.  210;  Trenton  Potteries  Co.  v.  Oliphant,  58  N.  J.  Eq.  507,  78 
Am.  St.  R.  612;  Anchor,  etc.,  Co.  v.  Hawkes,  171  Mass.  101,  68  Am.  St.  R. 
403;  Gloucester  Glue  Co.  v.  Russian  Cement  Co.,  154  Mass.  92,  26  Am. 
St.  R.  214,  2  Indus.  Com.  R.  125. 

15  Trenton  Potteries  Co.  v.  Oliphant,  58  N.J.Eq.  507,  78  Am.  St.  R.  612. 


76  THE   UNITED   STATES   STEEL   CORPORATION. 

state,  depends  for  its  validity  upon  the  laws  of  the  sovereignty 
in  which  it  is  exercised,"^^  and  "subject  to  the  laws  and  Consti- 
tution of  the  United  States,  full  power  and  control  over  its  terri- 
tories, its  citizens,  and  its  business  belong  to  the  state. "^"^  In 
order  to  get  a  better  view  as  to  what  is  likely  to  be  held  in  other 
states  having  a  different  policy,  it  is  necessary  to  go  a  little 
further  into  the  organization  and  purpose  of  the  new  corpora- 
tion, and  compare  these  with  the  form  of  trust  organization — 
like  the  Sugar  and  Standard  Oil  trusts^ — that  have  been  declared 
illegal.^  ^  By  placing  these  in  parallel  columns,  the  similarity  is 
apparent  and  striking: 

(b)     Comparison  with  the  Standard  Oil  Trust: 

1Q  UNITED    STATES    STEEL    COEPO- 

STANDARD    OIL.^»  RATION.^O 

1.  There  are  in  existence,  1.  There  are  in  existence, 
in  various  states  of  the  United  in  various  states  of  the  United 
States,  X,  Y,  Z,  etc.,  corpora-  States,  X,  Y,  Z,  etc.,  corpora- 
tions, engaged  in  producing  tions,  engaged  in  mining,  man- 
refining,  transporting,  and  ufacturing,  transporting  and 
marketing  petroleum,  etc.,  marketing  iron,  etc.,  compet- 
competing  to  a  large  extent  ing  to  a  large  extent  with  one 
with  one  another.  another. 

2.  A,  B,  C,  D,  E,  etc.,  2.  A,  B,  C,  D,  E,  etc., 
shareholders  and  officers  in  shareholders  and  officers  in 
X,  Y,  Z,  etc.,  companies,  pro-  X,  Y,  Z,  etc.,  companies,  pro- 
pose and  agree  to  form,  or  pose  and  agree  to  form,  or 
have  formed,  a  trust  for  the  have  formed,  a  corporation 
purpose  of  controlling,  under  for  the  purpose  of  controlling, 
one  policy  of  management,  by  under  one  policy  of  manage- 
means  of  trustees  of  the  trust,  ment,  by  means  of  directors 
all  of  these  X,  Y,  Z,  etc.,  com-  of  the  corporation^  all  of  these 
peting  companies.  X,  Y,  Z,  etc.,  competing  com- 
panies. 

i«  Bank  of  Augusta  v.  Earle,  13  Pet.  (U.  S.)  519. 

17  Doyle  V.  Insurance  Co.,  94  U.  S.  535. 

18  People  V.  N.  Riv.  Sugar  Ref.  Co.,  121  N.  Y.  582,  18  Am.  St.  R.  843; 
State  V.  Standard  Oil  Co.,  49  O.  S.  137,  34  Am.  St.  R.  541. 

19  See  Deed  of  Trust,  49  O.  S.  137,  34  Am.  St.  R.  541;  Rept.  Indus. 
Com.,  Vol.  I,  p.  1221,  et  seq.,  and  Appendix,  infra,  p.  177. 

20  See  references  given  in  preceding  pages,  where  these  powers  have 
been  given.    Also,  Charter  and  Bylaws,  infra,  Appendix,  pp.  132,  138. 


THE   UNITED   STATES    STEEL   CORPORATION. 


77 


3.  In  order  to  do  this  A, 
B,  C,  D,  E,  etc.  (being  share- 
holders and  officers  in  X,  Y, 
Z,  etc.,  companies),  but  acting 
ing  as  individuals  under  their 
common  law  power  to  con- 
tract, execute  a  deed  of  trust 
to  organize  a  trust,  to  be  called 
"The  Standard  Oil  Trust,"  to 
be  composed  of  those  persons 
who  shall  become  members  ac- 
cording to  the  terms  of  the 
deed  of  trust,  and  to  be  man- 
aged by  T,  U,  etc.  (nine  per- 
sons named  in  the  deed),  as 
trustees,  who  should  after- 
ward be  selected  by  the  mem- 
bers in  the  way  provided  in 
the  deed  of  trust. 


4.  The  deed  of  trust  di- 
rected T,  U,  etc.,  trustees,  to 
provide  trv^t  certificates  say- 
ing: "This  is  to  certify  that 
B  is  entitled  to  .  .  shares  in 
the  equity  to  the  property  held 
by  the  trustees  of  the  Standard 
Oil  Trust,  transferable  only 
on  the  books  of  said  trustees  on 
surrender  of  this  certificate. 
This  certificate  is  issued  upon 
condition  that  the  holder  or 
any  transferee  thereof  shall 
take  it  subject  to  all  the  pro- 
visions of  the  agreement  creat- 
ing said  trust,  and  of  the  by- 


3.  In  order  to  do  this  A, 
B,  C,  D,  E,  etc.  (being  share- 
holders and  officers  in  X,  Y, 
Z,  etc.,  companies),  but  acting 
as  individuals,  direct  a,  h,  c, 
their  dummy  representatives, 
under  their  statutory  power  in 
New  Jersey,  to  execute  "a  cer- 
tificate  of  incorporation,^^  to 
organize  a  corporation  to  be 
called  the  "United  States 
Steel  Corporation,"  to  be  com- 
posed of  those  who  should  be- 
come members  according  to 
the  terms  of  the  certificate  of 
incorporation,  and  to  be  man- 
aged by  T,  U,  etc,  (24  per- 
sons named,  or  to  be  named, 
by  J.  P.  Morgan  &  Co.,  as 
agents  of  A,  B,  C,  etc.,)  as  di- 
rectors, who  should  afterwards 
be  selected  by  the  members  in 
the  way  provided  in  the  cer- 
tificate of  incorporation. 

4.  The  certificate  of  incor- 
poration and  the  law  under 
which  it  was  executed,  author- 
ized and  directed  the  directors 
of  the  United  States  Steel  Cor- 
poration to  provide  certificates 
of  stock,  saying  substantially: 
"This  is  to  certify  that  B  is 
entitled  to  . .  shares  of  the 
capital  stock  of  the  United 
States  Steel  Corporation, 
transferable  only  on  the  books 
of  said  corporation,  on  sur- 
render of  this  certificate,"^ 
and  the  law  itself  adds,  under 
the  circumstances,  that  the  cer- 


1  This  is  the  general  form  of  the  certificate  of  stock  of  any  corpora- 
tion.   I  have  seen  no  copy  of  the  form  used  by  the  U.  S.  Steel  Corp. 


78 


THE   UNITED   STATES   STEEL  CORPORATION. 


laws  adopted  in  pursuance  of 
said  agreement  as  fully  as  if 
he  had  signed  the  said  trust 
agreement."^  "The  trustees 
shall  prepare  certificates  which 
shall  show  the  interest  of  each 
beneficiary  in  said  trust,  and 
deliver  them  to  the  persons 
properly  entitled  thereto," 


5.  By  the  deed  of  the  trust 
the  trustees  were  authorized 
and  directed  to  acquire,  and  all 
the  shareholders  were  directed 
to  deliver  to  the  trustees  and 
their  successors,  shares  of  stock 
of  the  X,  Y,  Z,  etc.,  companies 
*^the  consideration  for  any 
stock  delivered  to  said  trustees 
shall  be  the  delivery  by  said 
trustees  to  the  persons  entitled 
thereto,  of  trust  certificates, 
equal  at  par  value  to  the  par 
value  of  the  stocks  of  said  com- 
panies so  received  by  said 
trustees."  The  exchange  of 
all  the  certificates  in  X,  Y,  Z, 
etc.,  companies  for  trust  cer- 
tificates was  promptly  com- 
pleted by  causing  new  certifi- 


tificate  is  issued  upon  the  con- 
dition that  the  holder  or  any 
transferee  thereof  takes  it  sub- 
ject to  all  the  provisions  of  the 
certificate  of  incorporation, 
and  by-laws  of  the  United 
States  Steel  Corporation,  as 
fully  as  if  he  had  signed  the 
certificate  of  incorporation: 
"The  forms  of  the  new  bonds 
and  of  the  indenture  securing 
the  same,  and  of  the  certifi- 
cates for  the  new  preferred 
and  common  stock  and  the  en- 
tire plan  of  organization  and 
management  of  the  United 
States  Steel  Corporation,  shall 
be  determined  by  J.  P.  Mor- 
gan &  Co." 

5.  By  the  certificate  of  in- 
corporation the  United  States 
Steel  Corporation  was  author- 
ized to  acquire  shares  of  stock 
in  X,  Y,  Z,  etc.,  companies, 
and  by  agreement  with  J.  P. 
Morgan  &  Co.,  through  them, 
it  offered  to  the  shareholders 
of  X,  Y,  Z,  etc.,  companies 
"to  issue  and  deliver  its  pre- 
ferred stock,  and  its  common 
stock  and  its  five  per  cent  gold 
bonds  in  consideration  for 
stocks"  of  X,  Y,  Z,  etc.,  com- 
panies, upon  the  basis  of  ex- 
change stated,  viz. :  for  $100 
of  Federal  Steel  preferred, 
$110  of  preferred  United 
States  Steel,  etc.,  as  above  set 
forth.     The  exchange  of  cer- 


2  This  the  way  the  Trust  Certificate  reads;  see  form  given,  Record  of 
the  Standard  Oil  Case  in  Ohio  (the  case  recently  decided),  p.  330.  See 
also  Rice  v.  Rockefeller,  134  N.  Y.  174,  30  Am.  St.  R.  658. 


THE   UNiUIBD    STATES    STEEL   CORPORATION. 


79 


cates  of  stock  in  X,  Y,  Z,  etc., 

companies  to  be  issued  to  the 
trustees  of  the  Standard  Oil 
Trust,  in  the  place  of  the  old 
certificates  surrendered  and 
canceled. 


6.  By  the  deed  of  trust  "it 
shall  be  the  duty  of  said  trus- 
tees to  exercise  general  super- 
vision over  the  affairs  of  said'^ 
X,  Y,  Z,  etc.,  Standard  Oil 
Companies,  any  portion  of 
whose  stock  is  held  in  said 
trust.  "It  shall  be  their  duty 
as  stockholders  of  said  com- 
panies to  elect  as  directors  and 
officers  thereof  faithful  and 
competent  men.  They  may 
elect  themselves  to  such  posi- 
tions when  they  see  fit  so  to  do, 
and  shall  have  the  affairs  of 
said  companies  managed  and 
directed  in  the  manner  they 
deem  most  conducive  to  the 
best  interests  of  the  holders  of 
said  trust  certificates." 


tificates  of  stock  in  X,  Y,  Z, 
etc.,  companies  for  certificates 
of  stock  in  the  United  States 
Steel  Corporation  was  prompt- 
ly completed,  by  deposit  of 
over  ninety-eight  per  cent  of 
shares  in  such  companies,  with 
certain  designated  banks  and 
trust  companies,  "with  suit- 
able assignments  and  powers 
of  attorney  in  blank,"  and  the 
receipt  therefor  of  transferable 
redeemable  receipts,  or  certifi- 
cates of  shares  in  the  United 
States  Steel  Corporation. 

6.  By  the  certificate  of  in- 
corporation, the  United  States 
Steel  Corporation  is  empow- 
ered "while  owner  of  any  such 
stock,  bonds,  or  other  obliga- 
tions" of  X,  Y,  Z,  etc.,  com- 
panies, "to  exercise  aU  the 
rights,  powers  and  privileges 
of  ownership  thereof,  and  ex- 
ercise any  and  all  voting  power 
thereon."  The  by-laws  pro- 
vide that  this  power  shall  be 
exercised  by  the  chairman  of 
the  finance  committee,  unless 
otherwise  ordered  by  the  board 
of  directors.  In  this  way  as 
majority  stockholder,  the 
United  States  Steel  Corpora- 
tion has  the  power  and  it  is 
made  its  duty  to  exercise  gen- 
eral supervision  over  the  af- 
fairs of  the  X,  Y,  Z,  etc.,  com- 
panies, to  elect  directors  of 
said  companies  and  to  have  the 
affairs  of  said  companies  man- 
aged and  directed  in  the  man- 
ner deemed  most  conducive  to 
the  best  interests  of  the  holders 


80 


THE   UNITED    STATES    STEEL   CORPORATION. 


7.  By  the  deed  of  trust  the 
stocks  of  the  various  X,  Y,  Z, 
etc.,  companies,  "held  in  trust 
by  said  trustees,  shall  not  be 
sold,  assigned  or  transferred 
by  said  trustees,  or  by  the  bene- 
ficiaries, or  by  both  combined, 
so  long  as  the  trust  endures." 


of  the  stock  certificates  of  the 
United  States  Steel  Corpora- 
tion. 

Y.  By  the  certificate  of 
incorporation,  "unless  author- 
ized by  votes  given  in  person 
or  by  proxy  by  stockholders 
holding  at  least  two-thirds  of 
the  capital  stock  of  the  corpo- 
ration, which  is  represented 
and  voted  upon  in  person  or 
by  proxy,  at  a  meeting  speci- 
ally called  for  that  purpose  or 
at  an  annual  meeting,  the 
board  of  directors  shall  not 
mortgage  or  pledge  any  shares 
of  the  capital  stock  of  any 
other  corporation." 


8,  By  the  deed  of  trust 
"trustees  shall  be  elected  by 
ballot  by  the  owners  of  trust 
certificates  or  their  proxies. 
At  all  meetings  the  owners  of 
the  trust  certificates  who  may 
be  registered  as  such  on  the 
books  of  the  trustees,  may  vote 
in  person  or  by  proxy,  and 
shall  have  one  vote  for  each 
and  every  share  of  trust  cer- 
tificates standing  in  their 
names." 


8.  By  the  by-laws  of  the 
United  States  Steel  Corpora- 
tion "the  business  and  the 
property  of  the  company  shall 
be  managed  and  controlled  by 
the  board  of  directors."  "At 
each  meeting  of  the  stockhold- 
ers every  stockholder  shall  be 
entitled  to  vote  in  person,  or 
by  proxy  appointed  by  instru- 
ment in  writing,  subscribed  by 
such  stockholder  or  his  duly 
authorized  attorney;  and  he 
shall  have  one  vote  for  each 
share  of  stock  standing  regist- 
ered in  his  name  at  the  time 
of  closing  the  transfer  books 
for  said  meeting." 

The  votes  for  directors  shall 
be  by  ballot. 


9.     The    trust    shall    con- 
tinue during  the  lives  of  the 


9.     The  duration  of  the  cor- 1 


poration  shall  be  perpetual. 


THE    UNITED    STATES    STEEL    CORPORATION.  81 

survivors  and  survivor  of  the 
trustees  in  this  agreement 
named,  and  for  twenty-one 
years  thereafter — unless  dis- 
solved by  agreement  of  parties, 
etc. 

The  holding  of  the  court  by  the  official  syllabus  in  the  Stan- 
dard Oil  Case^  is:  "Where  all,  or  a  majority,  of  the  stock- 
holders comprising  a  corporation,  do  an  act  which  is  designed  to 
affect  the  property  and  business  of  the  company,  and  which 
through  the  control  their  numbers  give  them  over  the  selection 
aiid  control  of  the  corporate  agencies,  does  affect  the  property 
and  business  of  the  company,  in  the  same  manner  as  if  it  had 
been  a  formal  resolution  of  the  board  of  directors ;  and  the  act 
so  done  is  ultra  vires  of  the  corporation  and  against  public 
policy,  and  was  done  by  them  in  their  individual  capacity,  for 
the  purpose  of  concealing  their  real  purpose  and  object,  the 
act  should  be  regarded  as  the  act  of  the  corporation,  and  to  pre- 
vent the  abuse  of  corporate  power,  may  be  challenged  as  such 
by  the  state  in  a  proceeding  in  quo  warranto." 

"An  agreement  by  which  a  majority  of  the  stockholders  in 
several  companies  transfer  to  trustees  who  are  required  to  hold 
the  stock  in  trust  for  the  transferers,  and  to  exercise  the  power 
of  controlling  the  affairs  of  the  companies  which  the  legal 
ownership  of  the  majority  of  the  stock  confers,  in  such  a  man- 
ner as  will  be  most  conducive  to  the  interests  of  all  parties  to 
the  agreement,  tends  to  establish  a  virtual  monopoly  of  the  busi- 
ness for  which  the  companies  were  organized,  and  is  therefore 
contrary  to  public  policy  and  void."^  Substantially  the  same 
holding  was  made  by  the  New  York  courts  in  the  Sugar  Trust 
cases.^ 

The  Steel  Corporation  was  organized  by  persons  that  were 
shareholders  or  officers  of  the  constituent  companies,  and  by 
them,  or  as  a  result  of  their  conference,  clothed  with  the  power 
to  purchase  shares  of  other  companies.     This  express  power  to 

1  State  V.  Standard  Oil  Co.,  49  O.  S.  137,  34  Am.  St.  R.  541. 

2  49  O.  S.  137,  34  Am.  St.  R.  541. 

8  People  v.  N.  Riv.  Sugar  Ref.  Co.,  121  N.  Y.  582,  18  Am.  St.  R.  843. 

6 


82  THE   UNITED   STATES    STEEL   CORPORATION.  i 

purchase  is  no  greater  than  the  common  law  powers  of  T  &  IT: 
(natural  persons)  to  accept  a  trust — ^both  merely  as  a  power! 
are  legal.  The  Steel  Corporation  makes  a  public  offer  to  thei 
shareholders  of  the  Federal  Steel,  E'ational  Steel,  etc.,  com*  'i 
panics  to  purchase  upon  the  terms  named,  and  for  the  purposes  i 
set  forth,  from  them  (not  the  companies),  their  shares  of  stock.  \ 
This  is  legal  also — ^but  not  more  so  than  for  the  proposed  trustees  \ 
(either  self-constituted  or  selected)  of  the  Standard  Oil  Trust,  j 
to  offer  to  take  the  legal  title  to  the  shares,  and  hold  it  in  trust  j 
for  the  shareholders  of  the  constituent  companies  of  the  Stand-  i 
ard  Oil  Trust.  The  shareholders  of  the  Federal  Steel,  Na-  i 
tional  Steel,  etc.,  companies  accepted  the  terms  of  purchase  j 
made  bj  the  United  States  Steel  Corporation.  The  share-  j 
holders  of  the  various  oil  companies  accepted  the  offer  of  the  | 
trustees — and  one  is  no  more  legal,  or  illegal,  than  the  other.  ^ 
Any  shareholder  has  the  common  law  right  to  sell  his  shares  or  I 
put  them  in  trust,  as  he  may  choose.  The  United  States  Steel  i 
Corporation,  in  payment  for  the  shares  obtained  from  the  share-  ^ 
holders  of  the  Federal,  I^ational,  etc.,  companies,  paid  therefor  i 
by  issuing  its  own  shares,  carrying  along  with  them  the  power  ! 
to  vote,  and  the  usual  incidents  of  stock  ownership.  This  was  | 
legal,  because  expressly  authorized,  but  not  more  so  than  it  is  for  ! 
a  trustee  at  common  law  to  accept  a  trust  by  giving  a  trust  cer-  ] 
tificate  setting  forth  the  particular  points  of  the  trust,  and  prom-  i 
ising  to  perform  them  for  a  lawful  consideration.  The  share-  < 
holders  of  the  United  States  Steel  Corporation,  by  virtue  of  their  | 
ownership  of  shares  have  the  right  to  vote  the  shares  in  the  selec-  ' 
tion  of  its  directors,  and,  thereby,  direct  the  general  policy  of  i 
that  company.  This  is  legal — but  not  more  so  than  the  power  | 
expressed  in  a  trust  certificate,  that  the  real  owner  shall  select  | 
the  trustee  in  case  of  a  vacancy,  and  direct  the  general  policy  > 
of  performing  the  trust.  All  this  is  legal,  in  the  latter  case,  as  | 
well  as  the  former.  The  United  States  Steel  Corporation,  be-  ■ 
cause  it  owns  the  stock  of  the  Federal  Steel,  National,  etc.,  com-  I 
panics,  has  the  right  to  vote  the  shares  for  directors  of  those  i 
companies,  and  to  the  extent  of  its  holding  control  the  policy  i 
of  such  corporations.     But  this  is  no  more  lawful  than  it  is  for 


THE    UNITED    STATES    STEEL    CORPORATION.  83 

A  to  put  liis  shares  in  X  company,  in  the  hands  of  T  as  his 
trustee  to  vote  the  same  as  he  shall  direct.  This  is  a  valid  com- 
mon law  or  statutory  right.  How,  then,  did  it  happen  that  the 
Standard  Oil  Trust  was  unlawful,  when  every  single  step  taken 
in  its  formation  was  legal  ?  The  reason  was  clear — that  the  pur- 
pose was  to  form  a  monopoly,  and  suppress  competition;  that 
the  trustees  understood  this,  and  that  the  shareholders  did  also, 
and  that  it  was  the  same  as  any  other  contract  for  creating  a 
monopoly,  that  is,  unenforceable.  But  no  statute  then  pro- 
vided for  punishing  either  the  shareholders  or  the  trustees. 
Can  the  courts  come  to  any  other  conclusion  as  to  the  United 
States  Steel  Corporation  ?  It  understands  why  it  was  formed 
— for  the  purpose  of  preventing  competition.  Those  who  sold 
their  shares  to  it  understood  this  also — they  knew  it  was  for 
the  same  purpose.  There  are  therefore  no  innocent  parties 
here  any  more  than  in  the  other  case,  and  if  either  party  was 
trying  to  enforce  this  contract  for  the  purchase  of  shares  the 
courts  certainly  would  be  bound  to  hold  them  unenforceable  if 
the  question  was  properly  raised.*  How,  then,  docs  this  case 
differ  from  the  Standard  Oil  case  ?  The  answer  is — that  it  U 
in  the  remedy.  In  the  sugar  and  oil  cases  the  companies  X,  Y 
&  Z  had  no  express  right  to  sell  out  their  property  and  manage- 
ment to  any  person,  or  place  it  in  the  hands  of  trustees  other 
than  those  selected  in  the  ordinary  way,  and  the  court  held 
that  although  each  shareholder  had  the  undoubted  right  to  put 
his  shares  in  trust  or  sell  them  outright,  the  concerted  action 
of  all  the  shareholders  in  placing  their  shares  in  the  hands  of 
others  than  real  shareholders  was  just  the  same  as  if  the  corpor- 
ation itself  had  abdicated  its  own  powers  of  self-management, 
and  that  this  is  a  corporate  sin,  for  which  the  state  could  take 
the  corporate  life  of  X,  Y  &  Z  companies,  and  could  enjoin 
the  further  carrying  out  of  the  trust. ^ 

In  order  to  establish  a  corporate  sin,  the  courts  said  much 
about  the  fiction  of  the  corporate  personality,  but  very  little 
about  the  individual  sins  of  the  shareholders  and  trustees  in 

4  Richardson  v.  Buhl,  77  Mich.  632,  27  Am.  &  Eng.  C.  C.  256,  2  Indus. 
Com.  R.  133. 
0  49  0.  S.  137,  34  Am.  St  R.  541. 


84  THE   UNITED    STATES    STEEL   CORPORATION. 

attempting  to  create  an  illegal  monopoly.  This  may  have  been 
because  the  remedy  songht  was  against  the  corporations  and 
not  against  the  individuals.  The  Court  of  Appeals  in  !N'ew 
York  took  away  the  corporate  life  of  the  offending  corporation 
whose  shareholders  put  it  in  the  sugar  trust  because  it  entered 
into  an.  ultra  vires  contract  of  partnership, — a  purely  technical 
doctrine  that  appeals  to  no  one  but  a  lawyer.  The  decisions 
in  the  lower  courts  in  this  case,  and  of  the  Supreme  Court  of 
Ohio  in  the  oil  ease,  however,  did  not  evade  the  real  question 
in  this  technical  way. 

It  has,  however,  always  seemed  to  me  the  courts  could  have 
reached  the  same  result  in  a  much  more  direct  way  by  apply- 
ing some  very  simple  doctrines  of  corporation  law.  These  are : 
The  franchise  to  he  a  corporation  belongs  to  the  corporate  mcm- 
hcrs,  and  not  to  the  corporation;'''  every  franchise  is  granted 
primarily  upon  the  condition  that  it  will  be  used  to  promote 
the  public  welfare,  and  not  to  invade  it  \'^  for  any  abuse  of  such 
franchise  that  injuriously  affects  the  public,  the  state  may 
take  it  away  as  for  a  condition  broken;^  the  creation  of  mon- 
opolies is  against  public  policy,  and  all  efforts  to  create  such 
having  the  power  and  tendency  to  do  so,  menace  the  public 
welfare;^  hence  when  shareholders  use  their  franchise  to  be  a 
corporation  to  create  a  monopoly,  they  abuse  such  franchise 
and  violate  the  condition  upon  which  it  is  held;  for  such  abuse 
the  state  may  take  it  away;  and  a  suit  for  this  purpose  may 
be  brought  against  the  corporation  in  its  corporate  name,  for 
it  is  the  legal  representative  of  the  shareholders  in  the  use  or 
abuse  of  the  franchise  granted.^  ^ 

eFietsam  v.  Hay,  122  111.  293,  3  Am.  St.  R.  492;  Memphis,  etc.,  R.  R. 
Co.  V.  Commrs.,  112  U.  S.  609. 

7  Holt,  J.,  in  King  v.  Mayor,  etc.,  1  Show.  280;  Higgins  v.  Downward, 
8  Houst.  (Del.),  227,  40  Am.  St.  R.  141;  California  v.  Cent.  Pac.  R.  R., 
127  U.  S.  1,  40;    People  v.  Dashaway  Assoc,  84  Cal.  114. 

8  State  V.  Neb.  Dist.  Co.,  29  Neb.  700;  People  v.  Milk  Exchange,  145 
N.  Y.  267,  45  Am.  St.  R.  G09;  Independent  Med.  Col.  v.  People,  182  111. 
274;    State  v.  Standard  L.  Assn.,  38  O.  S.  281. 

sDarcy  v.  Allein,  11  Coke,  84;  People  v.  Gas  Trust,  130  111.  268;  State 
V.  Gas  Co.,  153  Ind.  483. 

10  People  V.  Rensselaer,  etc.,  Co..  15  Wend.  113,  30  Am.  Dec.  33;  State 
V.  Debenture  Co.,  51   La.  Ann.  1874. 


i 


THE    UNITED    STATES    STEEL    CORPORATION.  85 

If  such  had  been  the  basis  of  the  decisions,  it  would  have 
been  clear  that  the  real  offense  was  the  agreement  between  the 
shareholders  and  the  trustees,  whereby  the  monopoly  was 
created.  The  shareholders  had  the  right  to  put  their  shares  in 
trust,  and  the  trustees  to  accept  a  trust,  but  neither  had  such 
rights  for  the  purpose  of  creating  a  monopoly. 

(c)  Power  of  the  steel  companies  to  sell  and  the  new  com- 
l)any  to  'purchase  their  stoclc. — But  it  will  be  said  in  the  case 
of  the  United  States  Steel  Corporation  the  corporate  sin  of 
abdicating  the  power  of  self-management  by  the  constituent 
steel  companies  is  not  present,  because  all  of  them  have  ex- 
press authority  to  sell  and  dispose  of  all  their  shares  at  one 
time  to  any  other  corporation,  which  wishes  to  become  a  real 
shareholder,  and  therefore  such  a  sale  and  purchase  is  sinless — 
whatever  the  purpose  may  he.  Such  a  claim  cannot  be  sus- 
tained. Even  in  the  state  that  grants  such  power,  if  it  is  exer- 
cised for  a  purpose  that  is  unlawful — i.e.,  to  create  a  monopoly 
— its  exercise  will  be,  or  ought  to  be,  held  unlawful.  !N"ew 
Jersey,  where  these  corporations  are  created,  has,  apparently, 
refused  to  take  this  view,  and  has  sustained  such  a  power, 
though  the  purpose  to  create  a  monopoly  seemed  clear  enough.^  ^ 
But  other  states  having  a  different  policy  are  not  obliged,  and 
are  not  likely,  to  follow  this  New  Jersey  view.  The  remedy 
applied  in  the  Sugar  case  was  to  dissolve  the  oifending  corpor- 
ation— it  being  a  corporation  created  in  N^ew  York  where  the 
case  arose.-*  ^  No  other  state  could  have  taken  away  the  corporate 
life.  In  the  Standard  Oil  case  the  corporations  were  enjoined 
from  carrying  out  the  trust  agreement  within  the  state.^^  This 
remedy  is  available  in  any  state  where  the  offending  corpora- 
tion maybe  doing  business,  and  this  remedy^*  is  available  against 
any  one,  trustee,  shareholder,  corporation,  oAvner  or  any  one 
else,  that  is  a  party  to  the  offense;  and,  further,  no  state  can 
confer  any  power,  by  whatever  form  it  legalizes  it,  upon  any 
group  of  persons,  or  any  individual  that  will  legally  authorize 

11  Trenton  Potteries  Co.  v.  Oliphant,  58  N.  J.  Eq.  507,  78  Am.  St.  R. 
612.  12  121  N.  Y.  582,  18  Am.  St.  R.  843. 

13  49  O.  S.  137,  34  Am.  St.  R.  541. 

14  Harding  v.  Am.  Glucose  Co.,  182  111.  551;  State  v.  Schlitz  Brewing 
Co.,  104  Tenn.  45,  59  S.  W.  1033.  State  v.  Buckeye  Pipe  Lire  Co.,  61  0. 
S.  520;  State  v.  Fireman's  Ins.  Co.,  Mo.  — 52  S.  "W.  595;  Waters-Pierce 
Oil  Co.  V.  State,  Tex.  —  44  S.  W.  936.  177  U.  S.  28. 


86  THE    UNITED    STATES    STEEL.    CORPORATION. 

it  or  him  to  do  or  continue  doing  in  any  state  what  the  laws 
of  that  state  forbid — and  the  forms  will  be  swept  away,  and 
the  substance  looked  at.  If  these  views  are  correct,  it  is  not 
unlikely  that  in  the  states  having  a  policy  forbidding  the  crea- 
tion of  trusts  and  monopolies,  the  courts  will  hold  it  to  be  an 
illegal  trust  within  even  the  strict  meaning  of  that  term. 

(d)  Ownership  of  shares  hy  the  new  corporation. — It  of 
course  may  be  contended  that  its  oiunership,  and  not  the  mere 
control,  will  prevent  it  from  being  illegal,  and  plausible  (but  I 
think  fallacious)  argument  can  be  made  in  support  of  that  view. 
To  put  a  case  that  has  been  suggested :  ^^ Suppose  there  are  five 
manufacturing  plants  in  a  single  industry.  The  owner  of  one 
of  them  starts  out  as  buyer  to  purchase  the  other  plants  so  as 
to  establish  a  monopoly  in  the  industry.  He  has  a  right  to  pur- 
chase, and  the  owners  of  the  other  plants  have  an  equal  right  to 
sell.  It  is  clear  that  if  the  purchase  of  the  four  plants  is  but 
one  scheme  to  form  a  single  combination,  known  to  all  the 
parties,  and  entered  into  for  that  purpose  by  them,  the  contract 
is  illegal  as  establishing  a  monopoly,  and  the  combination 
foi'med  is  a  trust  and  the  agreement  cannot  be  enforced.  But 
if  the  purchase  of  each  plant  is  a  separate  arrangement,  unknown 
to  any  of  the  others,  entered  into  honestly  and  in  good  faith 
by  the  vendors,  *  *  *  and  their  effect  is  to  create  a  vir- 
tual monopolj^,  *  *  *  their  validity  cannot  be  attacked 
on  the  ground  that  their  effect,  taken  together,  will  result  in  the 
formation  of  a  monopoly."^*  But  this  latter  is  not  the  case  of 
the  United  States  Steel  Corporation.  Its  purpose  is  clear  upon 
the  face  of  it, — and  not  disavowed.  But  suppose  it  was, — sup- 
pose the  purpose  to  prevent  competition  existed  alone  in  the 
minds  of  those  who  created  it,  and  not  those  who  sold  shares 
to  it.  The  statement  above  is  correct  only  as  to  the  innocent 
parties, — ^they  only  can  enforce  the  contract;  the  wrong  doer 
could  not  do  so,  even  if  the  other  party  is  innocent.  The  court 
will  require  A  to  pay  for  a  revolver  he  buys  of  B,  even  though 
he  buys  it  to  shoot  C,  if  B  is  wholly  innocent ;  but  it  will  hardly 
require  B  to  deliver  the  revolver  to  A  after  he  has  agreed  to, 

14  Note  74  Am.  St.  R.  242;   Carter-Crume  Co.  v.  Peurning,  86  Fed.  R. 
439. 


THE    UNITED    STATES    STEEL    CORPORATION.  87 

when  it  is  clear  that  A  wants  only  for  the  purpose  of  murder- 
ing C.  So,  too,  when  it  is  clear  that  A  is  about  to  use  the 
revolver  for  such  a  purpose,  the  law  does  not  inquire,  before 
preventing  such  act  bj  A,  whether  B  had  been  innocent  in 
selling  it  to  him  or  not.  It  makes  no  difference  whether 
corporation  B  innocently  or  wrongfully  sells  its  property  to 
corporation  A,  who  proposes  and  proceeds  to  make  an  un- 
lawful use  of  it,  as  to  the  states's  power  to  call  A  to  account. 
It  may  be  said,  further,  that  there  is  a  difference  between  pur- 
chasing property  of  a  tangible  kind,  having  a  definite  location 
and  situs  which  subjects  its  owner  to  the  jurisdiction  of  the  state 
where  it  is  located,  so  far  as  its  management  there  is  concerned, 
and  owning  mere  intangible  rights  to  vote  shares,  and  thereby 
in  effect  control  large  property  interests  located  anywhere,  with- 
out the  ordinary  incidents  of  jurisdiction  over  property  arising. 
It  may  be  asked  why  does  one  person,  or  corporation,  own  shares 
in  any  corporation  ?  Is  it  merely  as  an  investment  ?  That  may 
be  so  to  some  extent, — but  a  bond  secured  by  a  mortgage  is  bet- 
ter and  safer ;  there  is  an  additional  and  a  main  reason  in  the 
case  of  one  business  corporation  owning  shares  in  another  of  like 
kind, — and  that  is  its  power  of  control  over  the  latter ;  that  is 
why  the  United  States  Steel  Corporation  owns  the  shares  of 
the  constituent  companies  instead  of  their  property ;  if  it  owned 
all  of  their  property  or  that  of  the  sub  companies,  it  would 
thereby  be  brought  within  the  jurisdiction  of  all  the  states  where 
such  property  w^as  located,  operated,  or  used.  This  brings  us  to 
the  question  of  jurisdiction. 

4.  What  are  the  General  Powers  of  the  ^N'ational 
AND  State  Governments? 

(1.)     General  theory: 

A.  Power  of  Congress. — Congress  can  regulate  everything 
directly  connected  with  the  sale  or  transportation  of  goods  that 
are  sold  to  cross  state  lines.  As  said  by  Mr.  Justice  Peckham, 
in  the  Addyston  Case,  Congress  "may  enact  such  legislation  as 
shall  declare  void  and  prohibit  the  performance  of  any  contract 


88  THE    UNITED    STATES    STEEL    CORPORATION. 

between  individuals  or  corporations  where  the  natural  and  direct 
effect  of  such  a  contract  will  be,  when  carried  out,  to  directly 
and  not  as  a  mere  incident  to  other  and  innocent  purposes  regu- 
late to  any  extent  interstate  commerce,"^ ^  and  the  present  Anti- 
Trust  Act  reaches  such  cases. 

But  on  the  other  hand  Congress  cannot  regulate  the  mahing 
of  goods  at  all,  nor  the  sale  of  them  except  when  sold  to  cross 
state  lines;  all  preceding  that  is  in  the  exclusive  jurisdiction 
of  the  states.  A  monopoly,  created  to  make  things,  even  though 
the  necessary  result  of  the  monopoly  of  making  is  also  a  mo- 
nopoly of  controlling  and  selling,  and  it  is  certain  much  of  the 
selling  will  be  across  state  lines,  cannot  be  reached  by  the  Na- 
tional arm.^^  In  other  words,  the  National  Government  cannot 
prevent  a  New  Jersey  corporation  from  combining  with  a  Mich- 
igan corporation,  to  make  in  either  state,  or  elsewhere,  a  product 
of  prime  necessity  which  will  be  sold  all  over  the  United  States. 

So,  too,  a  corporation  is  the  creature  of  the  state  that  creates 
it ;  it  alone  can  take  its  life  for  violating  the  laws  of  its  being ; 
no  other  state,  nor  the  National  Government  can  inflict  the 
penalty  of  corporate  death  upon  it.^'^ 

Neither  can  the  National  Government  prescribe  terms  or  con- 
ditions upon  which  a  corporation  organized  in  one  state  may  be 
allowed  by  that  state  to  enter  and  do  business  in  another,  nor 
the  terms  and  conditions  upon  which  the  latter  may  receive  or 
exclude  it, — unless  the  business  done  is  interstate  or  foreign 
commerce. 

Neither  can  the  National  Government  create,  nor  license,  a 
corporation  to  operate  within  any  state  contrary  to  the  wishes 
of  that  state,  unless  such  corporation  is  a  necessary  or  con- 
venient instrument  of  carrying  out  some  one  of  the  express  pow- 
ers of  the  National  Government. 

Such  in  general  are  the  powers  and  limits  of  the  National 
Government.-^  ^ 

15  U.  S.  V.  Addyston  Pipe  Co.,  175  U.  S.  211,  2  Indus.  Com.  R.  41. 

16  U.  S.  V.  E.  C.  Knight  Co.,  156  U.  S.  1,  2  Indus.  Com.  R.  39. 

17  State  V.  Curtis,  35  Conn.  374,  95  Am.  Dec.  263. 

18  Upon  the  general  powers  of  the  National  Government  see  article 
by  Prof.  E.  W.  Huffcut.  in  Indus.  Com.  R.,  Vol.  I,  p.  1211,  et  seq. 


THE    UNITED    STATES    STEEL    CORPORATION.  89 

(B)    Power  of  the  states. — WHat,  then,  can  states  do  ? 

(1.)     Domestic  corporations. 

As  to  the  regulation  of  their  own  corporations, — it  is  settled 
that  under  the  reserved  power  to  repeal  or  amend  charters  now 
contained  in  nearly  every  state  constitution,  they  can  mold  or 
modify  any  domestic  corporation  as  they  may  see  fit,  short  of 
confiscating  its  property  without  due  process  of  law;  they  can 
impose  any  limit  as  to  the  amount  and  kind  of  property  a  do- 
mestic corporation  can  acquire  or  hold,  the  amount  of  its  stock, 
the  method  of  paying  for  it,  the  method  of  its  transfer,  the  indi- 
vidual liability  of  members,  they  deem  desirable;  so,  too,  can 
they  provide  that  such  corporation  can  do  business  only  within 
the  state,  or  only  without  it,  if  at  all. 

(2.)     Foreign  corporations. 

As  to  corporations  created  in  other  states  this  involves  two 
points,  viz. :  (a)  The  prevention  of  the  foreign  corporation  from 
doing  business  within  its  territory ;  and  (b)  the  prevention  of 
foreign  corporations,  or  their  members,  from  obtaining  and  exer- 
cising control  of  the  domestic  corporations. 

(a)     Doing  business  in  the  state. 

As  to  the  first,  it  is  settled  that  any  state  can  regulate,  even 
to  excluding,  with  or  without  good  reason,  any  corporation  or- 
ganized anywhere  else  from  entering  and  doing  business  within 
its  territory,  unless  such  corporation  is  organized  by  the  I^a- 
tional  Government  for  national  purposes,  or  unless  the  business 
it  is  doing  is  interstate  or  foreign  commerce.^ ^  The  difficulty 
here  is  not  as  to  the  power,  but  to  determine  what  is  doing  busi- 
ness in  a  state ;  coming  into  a  state  and  establishing  an  office 
to  carry  on  regularly  any  part  of  the  ordinary  corporate  busi- 
ness there  is  doing  business  within  the  state ;  so,  too,  owning 
property  within  any  state,  and  devoting  it  to  the  ordinary  uses 

i»  Doyle  V.  Insurance  Co.,  94  U.  S.  535. 


90  THE    UNITED    STATES    STEEL    CORPORATION. 

of  the  corporation,^^  is  doing  business  in  the  state,  and  subjects 
it  to  the  state's  control  or  exclusion. 

But  on  the  other  hand  making  a  single  purchase  of  goods  or 
materials,  or  selling  or  contracting  to  sell  in  one  state  to  be 
shipped  to  another  state,  or  even  invading  such  state  by  travel- 
ling salesmen,  and  selling  therein,  is  not  doing  business  within 
the  state,  so  as  to  bring  it  within  its  power  to  regulate  or  exclude. 
But  all  of  these  latter  are  "interstate  or  foreign  commerce,"  and 
subject  to  regulation  by  the  ^NTational  Government.  Here,  then, 
where  the  State's  arm  is  too  short,  the  National  arm  can  reach, 
and  between  the  two  by  concert  of  action  they  can  span  the 
difficulty. 

(b)     Control  of  domestic  hy  foreign  corporation. 

But  there  remains  to  consider  the  power  of  the  state  to  pre- 
vent the  control  of  domestic  corporations  or  their  property  by 
corporations  formed  in  another  state.  Here  is  a  point  of  great 
difficulty,  yet  unsolved,  only  partially  touched  by  the  courts,  and 
deemed  uncertain  by  lawyer  and  layman  alike.  Upon  one  side, 
and  in  the  belief  of  many,  it  is  thought  that,  as  our  government 
is  now  organized,  both  the  State  and  E'ational  power  must  fail, 
and  confess  its  inability  to  grapple  with  and  successfully  solve 
it.     The  argument  upon  this  side  is  as  follows : 

The  JSTational  constitution  guarantees  a  Michigan  citizen 
the  same  civil  rights  in  New  Jersey  that  its  own  citizens  have 
there ;  therefore,  if  stock  in  a  New  Jersey  corporation  can  be 
bought  and  sold  there,  a  citizen  of  Michigan  can  buy  it;  the 
reverse  is  true,  i.  e.,  a  citizen  of  New  Jersey  can  buy  stock  in  a 
Michigan  corporation.  Hence,  there  is  nothing  to  prevent  the 
shareholders  of  a  Michigan  corporation  trading  their  shares  to 
A,  B,  and  C,  for  shares  in  a  New  Jersey  corporation;   and  if 

20  Runyan  v.  Coster,  39  U.  S.  (14  Pet.)  122;  Carroll  v.  East  St.  L.,  67 
111.  568,  16  Am.  R.  632;  U.  S.  Trust  Co.  v.  Lee,  73  111.  142,  24  Am.  R. 
236.  Wooden  Ware  Assoc,  v.  Starkey,  84  Mich.  76,  11  L.  R.  A.  503. 
See  Croy  v.  Peterson,  104  Tenn.  525,  51  L.  R.  A.  254.  Hol- 
bert  V.  St.  L.  K.  C.  &  N.  R.  Co.,  45  la.  23;  Chapman  v.  Pittsburg  &  S. 
R.  Co.,  18  W.  Va.  184;  Isle  Royal  L.  Corp.  v.  Osmun,  76  Mich.  162. 
Compare  Com.  v.  N.  Y.  L.  E.  &  W.  R'y  Co.,  132  Pa.  St.  591,  7  L.  R.  A. 
634. 


THE   UNITED    STATES    STEEL   CORPORATION.  91 

the  members  of  one  Michigan  company  can  do  this,  those  of  any 
number  of  other  Michigan  companies  can  do  the  same.  In  this 
way  A,  B,  and  C  may  become  the  controllers  of  all  the  Michigan 
corporations  of  which  they  own  the  stock.  The  same  thing  could 
be  done  by  purchasing  property  instead,  and  holding  it  in  trust 
for  the  jN^ew  Jersey  corporation.  'No  state  can  prevent  this,  for 
these  are  rights  which  under  the  XIV  Amendment  the  states 
cannot  deny.  This  is  the  bulwark  behind  which  most  of  the 
trusts  are,  or  soon  will  be,  entrenched.  It  is  said  no  legal  rem- 
edy can  reach  and  dislodge  them,  except  an  amendment  to  the 
United  States  Constitution,  giving  Congress  power  to  pass  uni- 
form laws  regulating  monopolies  throughout  the  United  States. 
Such  is  the  outline  of  the  argument  suggested,  and  although 
it  has  great  force,  yet  it  is  believed  to  be  fallacious  and  can  and 
will,  when  a  case  directly  involving  it  arises,  be  satisfactorily 
and  completely  answered  by  the  Supreme  Court  of  the  United 
States,  which  alone  can  finally  pass  upon  it.  I  may  perhaps  be 
permitted  to  suggest  what  to  my  mind  is,  and  will  be  used  as, 
an  outline  of  the  answer.  It  is  this :  If  Michigan  can  say  to 
Corporation  A  and  Corporation  B,  within  its  territory,  that 
they  shall  not  buy  or  sell  their  stock  or  property,  in  such  a  way  as 
to  create,  or  for  the  purpose  of  creating,  a  monopoly  within  the 
state,  as  it  undoubtedly  can,  it  can  also  say  to  domestic  Corpora- 
tion A  that  it  shall  not  sell  its  stock  or  property  to  foreign 
Corporation  B  in  such  a  way  as  to  enable  B  to  obtain  a  monop- 
oly; and  it  can  decree  such  a  sale  void,  punish  or  dissolve 
Corporation  A  for  so  selling,  and  enjoin  Corporation  B  within 
the  state  from  using  the  property  in  furtherance  of  the  monop- 
oly. This  much  has  been  already  held  by  the  Illinois  Supreme 
Court,  in  the  Glucose  Company  Case.^  The  next  step  has  not 
yet  been  passed  upon,  viz.,  sales  of  shares  of  stock  in  a  domestic 
corporation,  outright  to  members  of  a  foreign  corporation ;  but 
when  it  does  arise  I  believe  the  same  holding  will  be  made. 
Already  in  the  Standard  Oil  and  Sugar  Trust  Cases  it  has  been 
held  that  what  cannot  be  directly  done  by  the  corporations  them- 

1  Harding  v.  Am.  Glucose  Co.,  182  111.  551,  74  Am.  St.  R.  189;   Wooden 
Ware  Assoc,  v.  Starkey,  84  Mich.  76,  11  L.  R.  A.  503. 


92  THE   UNITED    STATES    STEEL   CORPORATION. 

selves  cannot  be  indirectly  accomplislied  by  the  members  them- 
selves.^ But  in  addition  to  this,  since  the  right  to  issue  corporate 
stock  at  all  is  a  franchise^  from  the  state  creating  the  corpora- 
tion, the  state  can  say  whether  any  part  of  it  can  be  owned  by 
any  person,  either  in  or  out  of  the  state,  and  prescribe  the  condi- 
tions and  terms  upon  which  it  may  be  held.  If  I  am  correct  in 
this,  then  without  Constitutional  Amendments  the  State  and 
Nation  together  can  control  the  trusts  so  far  as  the  power  to  do 
so  is  concerned ;  and  the  present  anti-trust  acts  are  sufficient. 

(2)     Undek  Anti-Teust  Acts. 

What  are  these  ?  The  states  of  i^ew  York,  Ohio,  Indiana, 
Michigan,  Wisconsin,  Minnesota  and  the  National  Government 
have  acts  of  this  kind;^  New  Jersey  and  Pennsylvania  have 
none.  They  are  all  quite  similar.  I  shall  call  attention  only 
to  the  Michigan  and  the  National  acts: 

(a)  The  Michigan  act  says:^  A  trust  is  a  combination  of 
capital,  skill  or  arts  by  two  or  more  persons,  iirms,  partnerships, 
corporations  or  associations  of  persons,  or  of  any  two  or  more 
of  them  for  either,  any  or  all  of  the  following  purposes : 

1.  To  create  or  carry  out  restrictions  in  trade  or  commerce. 

2.  To  limit  or  reduce  the  production,  or  increase  or  reduce 
the  price  of  merchandise  or  any  commodity. 

3.  To  prevent  competition  in  manufacturing,  making,  trans- 
portation, sale  or  purchase  of  merchandise,  produce  or  any  com- 
modity. 

4.  To  fix  at  any  standard  or  figure,  whereby  its  price  to  the 
public  or  consumer  shall  be  in  any  manner  controlled  or  estab- 
lished, any  article  or  commodity  of  merchandise,  produce  or 
commerce,  intended  for  sale,  barter,  use,  or  consumption  in  this 
state. 

5.  It  shall  be  unlawful  for  two  or  more  persons,  firms,  part- 

2  49  O.  S.  137,  34  Am.  St.  R.  541;  121  N.  Y.  582,  18  Am.  St.  R.  843. 

3  Cooke  V.  Marshall,  191  Pa.  St.  315;  Railway  Co.  v.  Allerton,  18  Wall. 
(U.  S.)  233;  Droitwlch  Salt  Co.  v.  Curzon,  K  R.  3  Exch.  35. 

4  2  Rept.  Indus.  Com. 

5  Ibid.,  p.  129;  Comp.  L.  §  11,377,  et  seq.;  Bingham  v.  Brands,  119 
Mich.  255;  Clark  v.  Needham  (Mich.),  51  L.  R.  A.  785;  McMullen  v. 
Hoffman,  174  U.  S.  639.  See  Appendix,  xvii,  p.  189,  191. 


THE   UNITED    STATES   STEEL   CORPORATION.  93 

nerships,  corporations,  or  associations  of  persons,  *  *  to 
make,  enter  into,,  execute,  or  carry  out  any  contracts  *  * 
of  any  kind  or  description  *  *  by  which  they  shall 
agree  to  pool,  combine  or  directly  or  indirectly  unite  any  inter- 
ests that  they  may  have  connected  with  the  sale  or  transportation 
of  any  such  article  or  commodity,  that  its  price  might  in  any 
manner  be  affected.  Every  such  trust  *  *  is  declared  to 
be  unlawful,  against  public  policy,  and  void. 

The  attorney  general  is  directed  to  bring  quo  warranto  pro- 
ceedings against  any  offending  corporation  organized  in  the 
state,  for  the  forfeiture  of  its  charter ;  he  shall  also  bring  proper 
proceedings,  either  quo  warranto  or  injunction,  against  any 
offending  foreign  corporation  "exercising  any  of  the  powers, 
franchises  or  functions  of  a  corporation  in  this  state." 

Any  violation  of  the  law  is  declared  to  be  a  conspiracy  against 
trade,  and  any  person  who  may  become  engaged  in  any  such 
conspiracy  or  tahe  part  therein^  or  aid  or  advise  in  its  commis- 
sion, or  who  shall  as  principal,  manager,  director,  agent,  servant 
or  employer,  or  in  any  other  capacity  knowingly  carry  out  any 
of  the  stipulations,  purposes,  prices,  rates,  '^  *  shall  be 
punished  by  a  fine  of  not  less  than  $50  nor  more  than  $5,000, 
or  be  imprisoned  not  less  than  six  months  nor  more  than  one 
year,     '^     *     or  both     *     " 

In  the  indictment  it  shall  be  sufficient  to  state  the  purpose 
or  effects  of  the  trust  or  combination,  and  that  the  accused  is 
a  member  of,  acted  w^ith,  or  in  pursuance  of  it,  or  aided  or 
assisted  in  carrying  out  its  purposes,  without  giving  its  name  or 
description,  or  hoAv,  when  and  where  it  was  created.  Its  char- 
acter may  be  established  by  proof  of  its  general  reputation; 
every  person,  firm,  partnership,  corporation  or  association,  who 
shall  in  any  manner  violate  this  act,  after  notice  given  by  the 
attorney  general  or  any  prosecuting  attorney,  shall  forfeit  $50 
per  day, — to  be  recovered  by  suit  by  attorney  general  or  prose- 
cuting attorney ;  any  contract  violating  this  law  shall  be  void  and 
unenforceable.  It  shall  not  be  lawful  for  any  person,  corpora- 
ation,  etc.,  or  any  agent  thereof,  to  issue  or  to  own  trust  certifi- 
cates, or  for  any  person,     *     *     corporation,  agent,  officer  or 


94  THE   UNITED    STATES    STEEL   CORPORATION. 

employee,  or  the  directors  or  stockholders  of  any  corporation 
to  enter  into  any  combination,  contract  or  agreement  with  any 
person,  or  corporation,  or  with  any  stockholder  or  director 
thereof,  the  purpose  and  effect  of  which  *  *  shall  be  to 
place  the  management  or  control  of  such  combination,  or  the 
manufactured  product  thereof,  in  the  hands  of  any  trustee  or 
trustees  with  the  intent  to  limit  or  fix  the  price  or  lessen  the 
production,  *  *  and  any  person  or  corporation  so  offending 
shall  be  guilty  of  a  misdemeanor,  with  from  $50  to  $1,000  fine; 
a  person  injured  in  his  business  can  recover  two-fold  damages, — 
and  suit  may  be  brought  in  any  county  where  any  agent  may  be 
found. 

(b)  The  National  Acf  of  1890  created  seven  different 
crimes  relating  to  interstate,  foreign,  or  territorial  trade  or  com- 
merce, punishable  by  a  penalty  not  exceeding  $5,000,  or  one 
year's  imprisonment,  or  both,  by  providing  that  every  person 
who  shall  make  (1)  a  contract  in  restraint  of  such  trade,  or  (2) 
engage  in  a  combination  in  form  of  a  trust  or  otherwise,  or  (3) 
in  a  conspiracy  in  restraint  of  such  trade,  or  (4)  monopolize, 
or  (5)  attempt  to  monopolize,  or  (6)  combine,  or  (7)  conspire 
to  monopolize  such  trade  shall  be  gTiilty  of  a  misdemeanor,  to  be 
punished  as  stated.  An  injured  party  can  sue  for  damages,  and 
the  combination  can  be  enjoined  at  the  suit  of  the  United  States 
district  attorneys.  The  courts  give  the  common  law  meanings 
to  the  terms  used,  but  the  statute  converts  the  things  designated 
into  crimes. 

From  what  has  been  said  it  seems  to  be  a  reasonable  inference 
that  somebody,  somewhere,  has  violated  several  provisions  of 
these  acts, — the  one  or  the  other,  or  the  acts  of  the  other  states 
where  the  persons  who  have  formed  this  corporation  live,  or  do 
business. 

(3)     Application  to  the  ]^Ev>r  Corporation. 

Let  us  see  what  we  can  do  in  locating  them  and  ascertaining, 
so  far  as  possible,  the  questions  of  jurisdiction.  It  is  necessary 
to  remember  (a)  tlie  powers  and  organization  of  the  United 
States  Steel  Corporation  in  order  to  determine  this, 

1  2  Rept.  Indus.  Com.,  p.  29,  26  Stat,  at  L.  209. 


THE   UNITED    STATES    STEEL   CORPORATION.  95 

It  is  a  ISTew  Jersey  corporation  with  five  classes  of  powers, 
— to  engage  in  (1)  mining,  (2)  manufacturing,  (3)  trans- 
portation, (4)  trading,  anywhere  in  the  world,  and  (5) 
owning  and  controlling  the  shares  of  any  corporation  in  the 
world.  At  present  it  seems  to  own  mining  property,  purchased 
in  its  own  name  in  Michigan,  and  possibly  in  Minnesota,  and 
also  possibly  some  vessels  engaged  in  lake  or  ocean  traffic.  It 
owns  substantially  98  per  cent  of  the  capital  stock  of  ten  other 
corporations;  all  of  these  are  New  Jersey  corporations,  each 
of  which,  so  far  as  I  have  been  able  to  examine  their  charters 
(including  the  Carnegie,  the  Federal  Steel,  the  National  Steel, 
the  American  Steel  &  Wire,  and  the  American  Tin  Plate  Coni- 
panies),  are  clothed  with  the  power  to  engage  in  the  same  five 
things  that  the  United  States  Steel  Corporation'  is;  each  of 
these  ov/n  property  located  in  various  states,  and  also  own  a 
majority  of  the  shares  of  stock  of  other  corporations  (usually 
organized  under  various  state  laws,  with  more  restricted  pow- 
ers), but  which  in  turn  own  property  and  do  business  of  a  special 
and  restricted  kind  under  their  own  charters,  but  some  of  which 
are  the  holders  of  shares  of  stock  in  still  other  corporations,  so 
that  (b)  a  diagram  of  the  sources  and  powers  of  management  of 
three  of  the  constituent  companies  of  the  United  States  Steel 
Corporation  is  as  follows:   (See  next  page.) 


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97 


98  THE    UNITED    STATES    STEEL    CORPORATION. 

(c)  Problems  involved. — In  other  words,  the  solution  of  the 
following  problems  is  necessary: 

1.  United  States  Steel  (l^ew  Jersey)  owns  property  in 
Michigan. 

2.  United  States  Steel  (E'ew  Jersey)  owns  controlling  stock 
in  Federal  Steel  (N^ev/  Jersey),  which  owns  property  in  Mich- 
igan. 

3.  United  States  Steel  (IN'ew  Jersey)  owns  controlling  stock 
in  Federal  Steel  (N^ew  Jersey),  which  owns  controlling  stock  in 
Illinois  Steel  (Illinois),  which  owns  property  in  Michigan. 

4.  United  States  Steel  (ISTew  Jersey)  owns  controlling  stock 
in  Federal  Steel  (ISTew  Jersey),  which  owns  controlling  stock  in 
Illinois  Steel  (Illinois),  which  owns  controlling  stock  in  Elgin, 
J.  &  E.  E.  R.  (Illinois),  which  owns  property  in  Illinois  and 
Indiana. 

Substantially  the  same  questions  arise  in  all  of  the  other 
states  where  property  is  owned ;  and  in  every  case  the  question 
will  arise  as  to  the  four  lines  of  business, — ^mining,  manufac- 
turing, transportation,  and  trading. 

(d)  Consideration  of  these  problems. — ^Under  the  decision 
of  the  United  States  Supremo  Court  in  the  Knight  Case,^  manu- 
facturing, or  making  things,  is  not  commerce, — even  though 
made  to  sell  across  state  lines ;  that  is  a  matter  that  belongs  to 
the  states  to  regulate.  Wherever  this  corporation  itself  owns  a 
manufacturing  establishment,  the  state  where  it  is  located  has 
jurisdiction  of  it,  and  can  determine  the  conditions  upon  which 
it  may  be  owned  or  managed  there  f  and  there  can  be  no  ques- 
tion but  that  the  same  rule  applies  to  mining.^  It  is  said  that  the 
property  owned  by  the  United  States  Steel  Corporation  in  Mich- 
igan is  the  Aragon  mine  on  the  Menominee  range.  Its  opera- 
tion by  the  agents  or  servants  of  the  company  is  ^^doing  business" 

1  U.  S.  V.  E.  C.  Knight  Co.,  156  U.  S.  1,  2  Indus.  Com.  R.  39. 

2  Runyan  v.  Coster,  39  U.  S.  (14  Pet.)  122;  Thompson  v.  Waters,  25 
Mich.  214,  12  Am.  R.  243;  Carroll  v.  East  St.  L.,  67  111.  568,  16  Am.  R. 
632;  U.  S.  Trust  Co.  v.  Lee,  73  111.  142,  24  Am.  R.  236;  Santa  Clara 
Female  Acad.  v.  Sullivan,  116  111.  379,  56  Am.  R.  776;  Clark  v.  Need- 
ham  (Mich.),  51  L.  R.  A.  785. 

s  Isle  Royal  L.  Corp.  v.  Osmun,  76  Mich.  162. 


THE   UNITED    STATES    STEEL   CORPORATION.  99 

in  tiie  state  of  Michigan, — and  if  the  courts  of  Michigan  should 
hold  (as  they  probably  T70uld  if  the  case  was  properly  brought 
before  them)  that  the  corporation  v/as  a  trust  as  defined  above, 
the  state  would  have  the  right  to  enjoin  the  further  operation 
of  the  mine  in  Michigan,  and  could  fine,  or  imprison  every  one  of 
the  employees  who  took  part  in 'doing  this  business  for  it  within 
the  state.  In  Illinois  it  has  been  held  that  merely  ov/ning  land 
and  exercising  the  rights  of  ownership  by  a  foreign  corporation 
\vithin  Illinois  is  doing  vusiness  in  the  state,"*  so  as  to  give  the 
state  jurisdiction  over  it,  at  least  in  connection  with  the  manage- 
ment of  the  land. 

2.  The  next  case  is  different,  in  that  the  o%vner  is  the  Federal 
Steel  Company, — it  owns  the  Michigan  mine,  and  the  United 
States  Steel  Corporation  does  not  apparently;  therefore  the 
United  States  Steel  Corporation  is  not  doing  business  in  the 
state, — only  the  Federal  Steel  Company  is ;  the  state  certainly 
can  enjoin  the  operation  of  the  mine  ov/ned  by  the  Federal  Steel 
Company,  if  it  is  a  party  to  and  uses  this  property  in  furthering 
the  illegal  trust,  just  as  well  as  it  could  if  owned  and  operated 
by  the  United  States  Steel  Corporation;  enjoining  the  Federal 
Steel  Company,  or  any  of  its  agents  from  so  operating,  would 
have  the  same  effect  as  enjoining  the  United  States  Steel  Com- 
pany itself,  for  by  its  own  form  of  organization  it  can  control 
the  property  of  the  Federal  Steel  only  by  acting  through  its 


organization. 


o.  The  next  case  is  still  different, — here  the  property  is 
owned  by  an  Illinois  cfei-poration ;  it  is  managed  by  directors 
^^'ho  are  elected  by  the  directors  of  the  Federal  Steel  Company, 
vrhose  directors  are  elected  by  the  United  States  Steel  Corpora- 
tion ;  docs  this  make  it  a  party,  "directly  or  indirectly,"  of  the 
trust  ?  It  seems  to  nie  that  the  courts  would  hold  that  the  con- 
nection here  was  clear, — and  vv^ould  be  the  same,  however  many 
steps  removed  tlie  control  was,  so  long  as  the  control  was  in  fact 
exercised  so.^     If  so,  the  injunction  would  bo  effective  as  hi  the 

^  See  Citations  in  note  2,  p.  98. 

''  Tliis  viev/  it  may,  perhaps,  be  arguei  is  in  conflict  ^vltll  Cocimw.  v. 
N.  Y.  L.  E.  &  W.  R.  Co.,  132  Pa.  St  591,  7  L.  R.  A.  6^4,  holding  that 


100  THE    UNITED    STATES    STEEL   COEPORATION. 

other  cases,  but  here,  the  act  of  the  Illinois  Company  in  becom- 
ing a  party  to  the  trust  would  violate  the  Illinois  law,  and  that 
state  could  also  complain  and  forfeit  the  charter  for  such  viola- 
tion. 

4.  The  fourth  case  is  slightly  different ;  here  the  property 
owned  is  owned  by  a  domestic  corporation, — the  Railroad  Com- 
pany having  the  right  to  acquire  and  operate  this  property, 
and  it  is  managed  by  directors  chosen  by  directors  of  the  Illinois 
Steel  Company,  who  in  turn  are  chosen  by  directors  of  the  Fed- 
eral, who  are  chosen,  by  the  United  States  Steel.  The  courts 
of  Michigan  have  no  jurisdiction  here, — -no  part  of  the  property 
being  located  in  that  state ;  the  courts  of  Illinois  however  do, — 
and  certainly  could  enjoin  the  use  of  the  property,  or  dissolve 
either  corporation  if  they  allow  themselves  to  be  controlled  in 
such  a  way  as  to  make  them  servants  of  the  trust.  All  that  has 
been  mentioned  so  far  is  simply  the  state's  power  to  enjoin  the 
use  of  property  for  the  illegal  purpose,  punish  the  agents,  who 
operate  the  property,  or  forfeit  the  charter  of  the  offending  com- 
panies in  the  state  granting  the  charter. 

Perhaps   all   the   foregoing   can   be   stated   in   one  general 

proposition:     It  is  within  the  lawful  power  of  the  state  to 

irrevent,    by   any   remedy   it    may   pro  vide ^   the   use,   luilhin 

its  territory,  by  any  person,  of  any  property,  in  any  ivay, 

it  shall  declare  is  injurious  to  the  public  welfare.     What  it 

has    so    declared    is    a    matter   of    the    positive   law   of    the 

state;    what   should   be   so   declared   is   a   matter   of  policy, 

— which  we  are  not  discussing. 

a  "foreign  corporation,  owning  all  the  stock  of  a  domestic  corporation 
where  statutes  allow  its  stock  to  be  held  by  other  corporations,  does 
not  thereby  acquire  or  hold  the  real  estate  of  the  domestic  corporation" 
so  as  to  violate  the  Penn.  Act  of  Apr.  26,  1885,  against  acquiring  or  hold- 
ing real  estate,  "directly  in  the  corporate  naPiie  or  by  or  through  any 
trustee,  or  other  device  whatsoever,  unless  especially  authorized," 
under  penalty  of  escheat.  Although,  this  seems  to  be  a  piece  of 
judicial  sophistry  that  overruled  the  better  view  shortly  before  taken 
in  Com.  v.  N.  Y.  L.  E.  &  W.,  114  Pa.  St.  340.  it  does  not  in  fact  con- 
flict with  the  view  expressed  above;  the  Question  of  control  in  fact, 
and  not  of  title  in  the  corporate  name,  is  involved;  it  is  submitted 
that  most  courts  can  see  through  such  devices  to  evade  the  law. 


THE   UNITED    STATES    STEEL   CORPORATION.  101 

Of  course  it  may  be  contended  that  voting  stock  by  the 
United  States  Steel  Corporation,  at  the  office  of  the  Fed- 
eral Steel  Corporation  in  ISTew  York  City,  electing  the  di- 
rectors there,  and  then  one  or  more  of  the  directors  with 
authority  to  do  so,  proceeding  to  Chicago,  and  electing  di- 
rectors there  of  the  Illinois  Steel  Company,  and  these  in  turn 
at  Chicago  electing  directors  of  the  Elgin,  Joliet  &  East- 
ern E.  E.,  who  manage  its  property  in  that  state,  are  in  no  sense 
doing  business  by  any  of  these  corporations  except  the  railroad 
company  in  that  state ;  perhaps  all  of  that  may  be  conceded ; 
yet  if  it  can  be  established  that  through  all  this  elaborate  ma- 
chinery, legal  in  form,  but  designed  to  have,  and  in  fact  having, 
the  effect  of  placing  the  control  of  the  railroad  in  the  hands 
of  the  trust, — then  the  operation  of  the  road  by  parties  so  se- 
lected certainly  can  be  enjoined,  and  the  parties  so  undertaking 
to  operate  it,  that  are  in  fact  within  the  state,  can  be  punished 
for  so  doing.  But  this  particular  railroad  is  an  interstate  rail- 
road,— not  one  wholly  subject  to  the  law  of  Illinois ;  so  far  as  it  is 
interstate,  or  rather,  so  far  as  it  carries  on  interstate  commerce, 
if  it  is  managed  by  the  agents  of  a  trust,  or  so  far  at  least  as  its 
interstate  traffic  is  managed  by  tho  agents  of  a  trust,  it  comes 
under  the  National  Act.  So  far  as  the  United  States  Steel  Cor- 
poration buys  and  scUs  goods  of  any  kind  that  are  to  cross  state 
lines  it  is  then,  so  far  as  these  transactions  are  concerned,  be- 
yond the  jurisdiction  of  the  states,  and  within  the  exclusive 
jurisdiction  of  the  !N"ational  Government.  It  is  proposed  by  the 
new  corporation  to  leave  the  constituent  companies  in  existence, 
and  allow  them  to  deal  with  the  public  and  with  one  another  in 
their  own  names;  the  Illinois  Steel  Company  (controlled  by 
the  Federal  Steel  Company)  will  sell  its  products  in  its  own 
name, — so  will  the  Lorain,  so  will  the  Carnegie,  so  will  the 
National  Steel ;  there  is  but  little  if  any  doubt  that  the  Execu- 
tive Committee,  or  President  Schwab,  or  the  officers  or  sales 
agents  selected  by  the  United  States  Steel  Corporation,  will  be 
required,  as  a  part  of  their  duty,  to  see  to  it  that  so  far  as  these 
various  plants  make  the  same  products  that  would  naturally 
come  into  competition,  they  will  not  bid  against  one  another  in 


103  THE    UNITED    STATES    STEEL   CORPORATION. 

any  way  very  effective  in  lowering  prices  f  they  niay  keep  up  the 
semblance  of  competition  by  putting  in  sham  bids,  as  in  the  Ad- 
dyston  Pipe  Case, — but  even  if  this  is  done,  the  courts  will  be 
able  to  see  through  the  matter.  The  probability  is  that  there 
will  be  one  general  sales  agent  for  the  products  that  would  oth- 
erwise be  competitive,  and  all  orders,  from  v/hatevcr  source, 
and  given  to  either  constituent  company,  vrill  be  referred  to  this 
sales  agent  before  it  is  fJlcd.  If  such  a  scheme  is  adopted,  it 
will  be  a  direct  ^^interference  with  interstate  commerce,'^  within 
the  decision  of  the  Addyston  Case.  It  perhaps  may  be  said 
that  the  goods  bought  and  sold  will  be  bought  and  sold  by  the 
constituent  companies  of  one  another ;  this  may  be  true,  but  if 
it  is,  it  will  not  be,  according  to  the  theory  of  the  new  corpora- 
tion, a  sale  b}^  itself  to  itself.  Hence  if  the  goods  are  to  cross 
state  lines,  this  transaction  will  be  within  the  province  of  Vae 
Jsailonal  Government  also.  But  the  corporation  proposes  to 
engage  in  transportation  also,  between  states;  this  brings  it 
within  the  jurisdiction  of  the  National  Government,  at  least 
so  far  as  those  persons  are  concerned  v;ho  actually  carry  on 
this  business  for  it. 
(4)    Other  suggested  eemedies. 

There  is  another  remedy  that  is  available,  and  could  be  made 
effective,  but  has  not  yet  been  applied.  This  is  the  National 
poi'jer  of  iaxoiion;  this  is  not  limited  as  the  interstate  commerce 
power  is  limited,  but  extends  to  all  persons  within  the  states; 
any  tax  by  the  [N'ational  Government  would  have  to  be  of  the 
indirect  character, — for  the  apportionment  rule  of  direct  taxes 

«  Since  tlie  foregoirg  was  written  it  is  said,  "In  keeping  wi'.h  tlie 
recent  decision  of  the  management  of  the  U.  S.  Steel  Corp.  to  reduce 
the  number  of  constituent  coripauies,  by  merging  these  whose  pro- 
ductions are  similar,  and  were  lormerlj^  competitive,  the  Carnegie  Steel 
Co.  has  leased  the  properties  of  the  National  Steel  Cc,  and  the  Am. 
Steel  Hoop  Co.,  and  from  July  1st,  v/ill  operate  the  same  and  conduct 
the  sales  departments  of  those  companies  under  its  own  name.  *  *  * 
The  Carnegie  Steel  Co.,  through  the  ccmbinirg  of  the  sales  cflices  and 
the  placing  of  its  ov/n  agents  in  general  charge,  now  also  directs  tiie 
selling  of  the  products  of  both  its  own  and  the  Illinois  Steel  Ccm- 
pany's  plants,  although  all  the  business  of  the  latter  organization  con- 
tinues to  be  done  in  its  own  name."  89  Age  of  Steel,  June  29,  1901,  p.  15. 


THE    UNITED    STATES    STHEL    CORPORATION.  103 

would  make  it  impossible  to  api)ly.  Any  person,  natuTal  or  arti- 
ficial, who  engages  in  any  interstate  or  foreign  commercial  busi- 
ness certainly  can  be  subjected  to  a  ISTational  tax  upon  such 
business,  under  the  general  welfare  clause  of  the.  National  con- 
stitution,— to  lay  and  collect  taxes,  duties,  and  imposts,  to  pay 
the  debts  and  provide  for  the  common  defense  and  general  wel- 
fare. As  held  in  the  case  of  Bank  v.  Fenno  (8  Wall.  533),  the 
IN'ational  Government  can  practically  tax  a  state  corporation 
out  of  existence  even  in  the  very  state  that  creates  it.  If  so, 
it  would  seem  to  have  as  great  power  when  such  corporation  is 
engaged  in  interstate  commerce  (which  is  a  power  or  privilege 
derived  from  the  JSTational  Government)  as  it  has  over  a  state 
bank  that  is  authorized  to  issue  bills  and  notes. 

Many  other  remedies  suggested,  including  Mr.  Bryan's  (if  I 
understand  it  correctly),  either  involve  or  require  the  ISJ'atibnal 
Constitution  to  be  amended,  in  order  to  give  Congress  entire 
control.  If  it  is  possible  to  avoid  this,  I  think  it  should  bo 
avoided,  for  such  an  amendment  would  seriously  disturb  the 
balance  of  power  between  the  Nation  and  the  States,  and  would 
be  a  tremendous,  untried,  and  unknown  power  in  the  National 
hands.  It  should  be  resorted  to  only  when  all  others  fail.  Still 
other  ways  proposed  are:  (1)  Punish  discrimination;  (2) 
Repeal  the  tariff;  (3)  Require  corporations  to  make  uniform 
prices  to  all,  and  (4)  Publicity.  As  to  punishing  discrimination, 
this  certainly  would  be  effective  but  harsh  and  hard  to  apply. 
The  last  Interstate  Commerce  Commission  report  says :  "There 
is  probably  no  one  thing  today  which  does  so  much  to  force  out 
the  small  operator  and  build  up  trusts  and  monopolies  as  dis- 
crimination in  freight  rates."  And  "Men,  reputable  citizens  in 
all  other  respects,  are  guilty  of  acts  which,  if  the  statute  law 
was  enforced,  would  subject  them  to  fine  and  imprisonment. '^ 
*  *  The  difficulties  in  the  way  of  securing  legal  evidence 
necessary  to  a  conviction  are  such  as  to  be  in  most  cases  insur- 
niountable.'^  The  Commission,  justly  I  think,  urges  the  legal- 
izing of  railway  associations  and  traffic  agreements  as  the  most 
promising  plan  of  preventing  discrimination. 

(2)     Repeal  the  tariff. — The  effect  of  the  tariff  is  uncertain. 


104  THE    UNITED    STATES    STEEL    CORPORATION. 

Great  monopolies  have  been  built  up  without  its  help;  others 
have  been  fostered  and  sustained  by  it.  Since  a  protective  tariff 
is  justifiable,  only  to  'promote  the  general  welfare,  it  should 
be  withheld  or  withdrawn  whenever  it  can  be  used  to  subvert 
that  end. 

(3)  Require  corporations  to  make  one  price  for  all. — This 
is  the  favorite  remedy  of  Professor  John  B.  Clark  of  Columbia 
University.  It  seems  to  me  that  it  has  not  yet  been  given  the 
consideration  due  it.  I  think  it  can  be  made  fairly  effective. 
It  is  objected  that  it  could  not  be  applied  to  individuals  or  part- 
nerships having  no  franchise  from  the  state.  This  may  be  true 
(though  I  do  not  think  so)  ;  but  in  any  event  the  danger  from 
these  is  not  so  great  as  from  great  combinations  in  corporate 
form.  As  to  these  a  state  certainly  can  provide  that  those  hold- 
ing its  franchise,  if  they  make  a  low  price  in  one  locality,  either 
in  or  out  of  the  state,  they  must  make  the  same  price  to  all, 
under  penalty  of  forfeiture.  So,  too,  the  National  Government 
probably  can  say  to  a  corporation  that  if  it  sells  at  a  certain 
price  in  one  state  it  must  not  make  a  higher  price  upon  like 
goods  to  go  into  another  state,  otherwise  it  may  not  engage  in 
interstate  or  foreign  commerce.  If  I  am  correct  here,  then  the 
State  and  ISTation  together  can  preserve  the  permanent  value 
of  low  prices  established  by  large  combinations,  and  at  the  same 
time  preserve  and  make  vastly  more  effective  the  constant 
menace  of  potential  competition. 

(4)  Publicity. — The  one  single  remedy  that  all  members 
of  both  the  trust  conferences  would  have  agreed  to,  and  the  one 
advised  by  the  Industrial  Commission,  is  to  adequately  provide 
for  publicity  of  the  details  of  trust  operations.  I  believe  thor- 
oughly in  the  value  of  this.  If  a  great  searchlight  could  be 
thrown  over  and  through  the  trusts,  the  evil  they  are  doing  or 
contemplating,  if  any,  would  remain  undone, — or  if  none,  the 
dread  of  danger  would  be  gone. 

I  have  thus  far  in  this  hurried  way  considered  the  legal  diffi- 
culties involved,  and  suggested,  with  reasons,  such  remedies  as 
now  seem  possible.  Present  laws  (if  enforced)  are  in  the  main 
sufficient  for  present  purposes,  except  in  the  way  of  providing 


THE    UNITED    STATES    STEEL    CORPORATION.  105 

for  publicity.  Methods  for  securing  this  in  an  adequate,  effi- 
cient and  continuous  way  should  be  vigorously  pushed  forward 
both  by  Irrational  and  State  governments ;  by  the  time  results 
in  this  direction  are  obtained  and  made  available,  the  courts  will 
have  made  certain  the  power  of  the  state,  and  demonstrated  the 
desirability  or  absurdity  of  the  present  anti-trust  laws;  and 
these  together  will  show  whether  destruction  or  regulation,  from 
a  business  point  of  view,  is  most  desirable.  If  the  latter  is  foimd 
best,  there  will  then  remain  for  consideration  the  social  question, 
— the  effect  upon  individual  effort,  initiative,  and  welfare.  For 
the  fair  solution  of  this,  vastly  more  information  than  we  now 
have,  and  much  more  careful  study,  are  necessary. 

Is  it  not  possible  for  the  state  to  say  to  those  who  hold  its 
franchises,  granted  to  them  for  public  reasons,  that  they  must 
give  those  whose  labor  makes  their  wealth  a  share  in  its  direction 
and  creation,  to  such  an  extent  as  to  preserve  and  develop  their 
manhood  ? 

It  seems  to  me  that  the  state  owes  it  to  all  her  citizens,  to  say 
to  those  who  seek,  and  to  whom  are  granted,  her  franchises,  that 
the  grantees  must  render  a  full  and  complete  account  of  their 
stewardship ;  that  they  must  bear  in  mind  that  the  public  ivel- 
fare  is  the  absolute  and  unqualified  condition  of  their  tenure. 
Kemembering  that  the  stat«  itself  exists  for  the  common  weal 
of  all  its  citizens,  and  not  for  any  part  of  them,  and  therefore, 
that  from  him  unto  whom  much  is  given,  much  shall  be  required, 
let  us  investigate  the  truth  in  soberness,  and  with  malice  toward 
none,  but  with  charity  for  all,  solve  justly  and  fairly  the  indus- 
trial problem  the  nineteenth  century  has  bequeathed  to  us. 


TABLE  J.    Ccr.parison  of  Capitalization  of  U.  S.  Steel  Corporation  with 
vario;!3  otner  things. 


U  nited  States  Steel  Oorporatiou.  to- 

tal auiliorizcd  stork  aiic!  bonUs, 

S  1,404.000.000 

WoitiLli  o"  the  United  Stales,  I'JOU, 

tjstitu  .ted 

94.000,000,000 

Carroll  D.  Wright. 

WoailU  of  the  United  States,  1850, 

Cent.  Mag..  J  an.,  1901. 
Carroll  D.  Wright, 

esti  m  ated 

7.1C5.78C.228 

Total  gold  and  pliver  production  of 

Cent.  Mag..  Jan..  1901. 

tJio  world,  14:»3-1S9J 

21,005,496.500 

Stat.  Abs.,  1900,  p.  40. 

Total  valua  of  maimfs.,  fisheries. 

minerals,  and    farm  product.-. 

U.S.,i'.'no 

15.222,570,939 

Carroll  D.  Wright, 

Total  value  of  manufactures,  fi;-h 

Cent.  Mag  .Jan..  1901. 
Carroll  D.  Wright. 

eries,  and  minerals,  U.  S.,lt=50.. 

1.029,106.798 

Cent.  Mag.,  Jan..  1501. 

Railroads,— n)iloaf,'e.  mo 

187,781 

Stat.  Abs  ,1900,  p.  3V7. 

totiil  stock  and  debt. 

1H.)9 

11  692.817,066 

Stat.  Abs.,  1  POO.  p.  377. 

*•              E^ross  recifus.  18<)>) 

1.;{.S6.096.3:9 

Stat.  Abs.,  1900,  p.  377. 

*•             net  i^arnlnjis.  1899 

447,?41,014 

Slat.  Abs.,  190U,  p.  377. 

Resources  of  3.S71  National  Bank?. 

Sept.  5.  19<)0 

5,0i8.1CO,CC0 

Stat.  Abs.,  1900,  p.  47. 

Deposits  in  Savings   Banks.   lS:-9 

rJoO 

2.449  ,'547,885 

F-tat.  Abs..]900.  p.  CO. 
N.  Y.  lud.,  Nov.  8.  vm. 

Deposits  in  Savings  Banks,  189"  . 

1..5->4.844,506 

Firm  Products,— CO -n.  farm  value,  in-u 

7-. 1. 230.0:  4 

Stat.  Abs.,  VM).  p.  356. 

wheat,         " 

b->:i.'j2r..i77 

Stat.  Abs.,  1900,  p.  357. 

rye. 

12.:>95,417 

Stat.  Abs.,  1900.  p.  358. 

oats, 

20^660  233 

Stat.  Abs.,  1900,  p.  359. 

baiicy.         " 

24,075.271 

Stat.  Abs  ,  1000,  )).  360. 

buckwh't,   " 

5.341,413 

Stat.  Abs.,  1900.  p.  361. 

poiatoes,     ••   Dec.  1.   " 

w.Hn,ifi7 

Stat.  Abs.,  19t0.  p.  371. 

Total  of  f oregoini; . . 

l,4l5.9o7,712 

cotton,  value  iF99  ... 

334.847.85S 

Stat.  Abs.,  1900.  p.  367. 

wool,          '*    Jan.  10i;0. 

115.352,377 

Statist.  Abstract.,  19uO, 
Pi).  373, -^-7. 

Total  Imports  and  exports.  U.S..1<J  0 

2.244.424,2C6 

Stat.  Abs..  1900.  p.  82. 

••     exports,  (J.  S.,  l<>i'0 

l..'W  4,483.082 

StHt.  Abs..  ]!KX-.  p.  82. 

**     imports,  U.  S.,  1900 

849,941,184 

Stat.  Abs.,  19(.0,  p.  85{. 

Public  debt,  U.  S.,  less  cash  in  treas- 

ury .Tnn.  1, 1901 

7 1 1.^502.433 

Total  receipis,  U.S.  Govern't,  190i>, 

filV),.'-><.)"),4.>l 

Stat.  Abs.,  1900,  p.  22. 

"     expet-sts.    "           *•           19W. 

5iK).U68.S71 

Stat.  Abs.,  1900,  p.  27. 

Money  in  circulation  in  U.  S.,  Apr. 

1.1901 

2,lS7,243.o;=.0 

Com.  &  Fin.  Cbr.,  Apr. 

Money  in  circulation  in  U.  S.,  July  1. 

27,  I'.Mil.  Vol.  72,  p.  805. 

1889 

1.380.361,549 

Stat.  Abs.,  1900,  p.  39. 

Goid  and  silver  production  of  the 

world.  18i)9 

522.794.0G0 

Stat.  Abs..  1900,  p.  40. 

Totnl  expenditures,  public  schools 

of  the  U.  S.,  18'J9 

197.;i81,C03 

Stat.  Abs.,  1900,  p.  407. 

Population  of  the  United  States. 

estimated,  April  1. 1901 

77,427.000 

Popu  lation  of  the  world,  estimated, 

i;s90 

1.487.600.0C'0 

Milesof  silver  dollars,  edge  to  edge, 

in  51,4O4.O0O.l;<,»0 

32,043 

Miles  of  silver  dollar  certificates, 

end  to  end.  in  §1,404,000,000 

103.423 

Milesof  silver  dollars,  one  on   top 

of  another,  in  Sl.404.000.000 

2.215 

Oar  loads  of  20  tons  each  in  $1.404,- 

000,000 

2,064 

106 


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112 


TABLE  VIII.— Employees  and  Vessels. 


Whole 
Number. 

Number 

in 

Pittsburgh 

District. 

(A) 

VESSELS   ^ 

No. 

Tonnage 
Millions. 

50,0001 
21.8592 
B 

18.500 
11.000 

13 

22 

1.58 

Federal 

2.0 

National  Tube 

American  Bridge^ 

Lake  Superior  Min.3 

56 

12 

9 

6  310 

American  Steel  &  Wire 

36,000* 
8.0005 
B 
B 
B 

7,600 

2.0 

National  Steel 

IJ) 

American  Sheet  Steel 

7.000 
3,300 
2,400 

American  Tin  Plate 

American  Steel  Hoop 

Totals 

115.859 
23,700 

49,800 

112 

12.8 

Add  those  in  Pittsburgh,  not  included 
here 

Total  Tonnage  of 
ore  vessels 

Total 

(B)  139,559 

of  the  lakes,  1S99, 

Estimated  totals 

250,000 

17.89 

(A). 


Does  not  include  office  employees;  the  figures  are  from  Age  of  Steel,  April  13, 
1901. 


<B).  No  other  data  obtained  except  as  to  those  employees  in  the  Pittsburgh  field. 

(1).  World's  Work,  April  1901,  p.  618. 

<2).  Testimony  Indus.  Com.,  Vol.  1,  p.  991. 

(3).  No  figures  obtained. 

(*).  Testimony  Indus.  Com..  Vol.  1,  p.  1012. 

(5 ).  Does  not  include  employees  at  mine ;  Indus.  Com.,  Vol.  1,  p.  951. 

(6).  This  Is  the  number  given  in  Cosmopolitan,  May,  1901. 

(7).  Does  not  include  Ley  land  Co.  steamers. 

(8).  Com.  &  Fin.  Chr.,  Vol.  71,  p.  586,  March  24, 1900. 

(9).  Com.  &  Fin.  Chr.,  Vol.  69,  p.  908,  Oct.  28, 1899. 

(10).  Ibid. 


118 


TABLE  IX.— Capi'ai  and  Proouct  of  Competitors ^ 


NAME. 


Alabama  Consol.  Ir.  Co. . . 

Am.  Cap  Found.  Co 

Am.  Iron  &  S.  M.  Co 

Bothlchem  (C). 

Cambria • 

Central  F.  &  I.  Co 

Col.F.&I.Co 

Crucible  Steel  Co 

Diamond  State  Steel  Co. . . 

Empire  Steel  &  I.  Co 

Jones  &  Laughlins 

Lackawanna  Steel  Co 

Mldvale 

Nat'l  Enam.  &  8.  Co 

New  Haven  I.  &  S.  Co 

Penn.  Steel 

Eepub.  Iron  &  Steel 

Shtaron  Steel 

Shelby  Steel  Tube  (c) 

Sioss  Sheffield 

Susquehanna 

Tenn.  C.  &  I.  A  K.  Co 

Thomas 

U.S.  Cast  I.  P.&C.  Co.... 

Virginia  I.  C.  &  Co 

Warwick 

Total 

Carnegie 

Federal 

National  Tube ... 

Am.  Bridge 

Am.  Steel  &  W 

Am.  Tin  Plate 

Nat'l  Steel 

Am.  Steel  Hoop 

Am.  Sheet  Steel 

Total 

Total  of  all 


Stock 

(Authorized; 

&  Conds 

Millions 


$5.0 
60.0 
20.0 
15.0 
16.0 
18.0 
31.0 
50.0 

3.0 
10.0 

4.0 

3.8 

(A) 

30.6 

.5 

6.3 
65  0 

(A) 
15.0 
23.8 

1.5 
32.0 

2.5 
30.0 
20.0 

1.5 


454.5 


954. 


24C8  5 


Total  Prod- 
uct Annually 

Thousand 
Tons 


1.50. 
250. 
150. 
230. 
500. 
250. 
870. 
300. 
195. 
300. 
300. 
350. 
(A) 


1440. 
1700. 

(A) 

(B) 

350. 
60. 

650. 

250. 

450. 

633. 

1S5. 


9,663. 


2500. 
1800. 
1131. 

600. 
2500. 

400. 
1800. 

700. 

(A) 


11,431. 


21.094. 


TABLE  X. — Summary  of  References. 


IN  GENERAL:  Supplement  Iron  A^e,  Dec.  27 
190U.  Century  Ma;r.  (Jan. -May, 
1901).  World's  Work,  Auril. 
1901.  Review  of  Reviews  (Feb.- 
May,  1901>. 

CARNEGIE  CO.: 

Com.  &  Fin.  Chr.  Vol.   68,  pp.  925,  975,  1022, 
1074. 
Vol.    69;    81,    387,   542,  592. 
745,    853,   870,  9U8,    lubfl, 
1105. 
Vol.  70;  330  533,  586,  635, 638. 
Vol.71;  86,  603,1014. 
Vol.72;  139. 
Iron  Age,  1900,  Feb.  15.  p.  23;  March  1.  p.  21; 
March  15.  p.  14;  March  29,  p.  17, 
1901;  April  18.  p.  44. 
FEDERAL  STEEL: 

Com.  &  Fin.  Chr.  Vol.  67;  483,  630,  578,  633. 
Vol.  70;  684,790. 
Vol.  71;  545. 
Indus.  Com.  Test.  Vol,  1,  p.  982  et  seq. 
NATIONAL  TUBE: 

Com.  &  Fin.  Chr.  Vol.  68;    332,  380,  420,  019 
672.  928. 
Vol.  70;  384,  744,  746. 
Vol.  71 ;  235,  240,  392,  545, 806 
Vol.  72;  91. 

AMERICAN  BRIDGE: 

Com.  &  Fin.  Chr.  Vol.  70;  1150. 

Vol.71;  86,1014,1121. 

AMERICAN  STEEL  &  WIRE  CO.: 
Com.  &  Fin.  Chr.  Vol.  66;  615. 

Vol.67;  72.632. 

Vol  68;  83.128,185,  377,  533i 

668, 1131. 
Vol.  69;  2d,  386.  493,  543,  616. 

744. 1013, 1249 
Vol.  70;    228,  383,    896,  947, 

1(148. 
Vol.  71;  545,  1014,  1122, 1163, 
1232. 
Age  of  Steel,  Vol.  85,  p.  16. 
Indus.  Com.  Rep.  Test.  1005  et  seq. 

AMERICAN  TIN  PLATE: 

Com.  &  Fin.  Chr.  Vol.  67;  1065. 1162, 1261. 

Vol.  68;  329. 

Vol.69;  1347. 

Vol.  70;  843. 

Vol.71;  135.  545 

Vol.  72;  89,  138. 
Indus.  Com.  Test.  pp.  174,  856,  883. 

NATIONAL  STEEL: 

Com.  &  Fin.  Chr.  Vol.  68;  272,  283.  380,  928. 
Vol.69;  230.  1:'.48. 
Vol.70;  384,897. 
Indus.  Com.  Rep.  Test.  p.  944. 
AM.  SHEET  STEEL: 

Com.  &  Fin.  Chr.  Vol.  70;  332,  634. 
Vol.71;  183,1168. 
Vol.  72;  89. 


AM.  STEEL  HOOP: 
Com.  &  Fin.  Chr. 


870. 


Vol.  68;  721, 
Vol.89;  852. 
Vol.  70;  77.  1093. 
Vol.71;  545. 
Indus.  Com.  Rep.  Test.  953. 
LAKE  SUP.   CONSOL.  MINES: 
Com.  &  Fin.  Chr.  Vol.  66;  811. 

Vol.72;  678,  77& 


1    This  table  is  compiled  from  data  given  In  Supp.  to  Iron  Age.  Dec.  27, 1900.    See  also  Com.  &  Flu.  Chr.,l 
May  13.  1899,  Vol.  68,  p.  899;  also  89  Age  of  Steel,  May  18, 1901,  p.  22,  and  Iron  Age,  Feb.  14, 1901.,  I 

(A)  No  data. 

(B)  Product  100,000,000  feet  of  tubes.  „       „      ■,  ^  ' 

(C)  Reported  to  have  since  been  absorbed  by  the  U.  8.  Steel  Corp.  j 

114  \ 


APPENDIX  OF  DOCUMENTS/ 


CIKCULAE  OFFER  TO  STOCKHOLDERS  OF 
VARIOUS  COMPAiSriES.2 

Office  of  J.  P.  Morgan  &  Co., 

23  Wall  Street,  Nev^  York,  March  2,  1901. 

To  the  stockholders  of  Federal  Steel  Company,  National  Steel  Com- 
pany, National  Tube  Compar:y,  American  Steel  and  Wire  Com- 
pany of  New  Jersey,  American  Tin  Plate  Company,  American 
Steel  Hoop  Company,  American  Sheet  Steel  Company. 

The  United  States  Steel  Corporation  has  been  organized  under  the 
lav/s  of  the  State  of  New  Jersey,  with  power,  among  other  things,  to 
acquire  the  outstanding  preferred  stocks  and  common  stocks  of  the 
companies  above  named  and  the  outstanding  bonds  and  stock  of  the 
Carnegie  Company. 

A  Syndicate,  comprising  leading  financial  interests  throughout  the 
United  States  and  Europe,  of  which  the  undersigned  are  managers, 
has  been  formed  by  subscribers  to  the  amount  of  $200,000,000  (includ- 
ing among  such  subscribers  the  undersigned  and  many  large  stock- 
holders of  the  several  companies),  to  carry  out  the  arrangement  here- 
inafter stated  and  to  provide  the  sum  in  cash  and  the  financial  support 
required  for  that  purpose.  Such  Syndicate,  through  the  undersigned, 
has  made  a  contract  with  the  United  States  Steel  Corporation,  under 
which  the  latter  is  to  issue  and  deliver  its  preferred  stock  and  its 
common  stock  and  its  five  per  cent  gold  bonds  in  consideration  for 
stocks  of  the  above-named  companies  and  bonds  and  stock  of  the 
Carnegie  Company  and  the  sum  of  $25,000,000  in  cash. 

The  Syndicate  has  already  arranged  for  the  acquisition  of  substan- 
tially all  the  bonds  and  stock  of  the  Carnegie  Company,  including  Mr. 
Carnegie's  holdings.    The  bonds  of  the  United  States  Steel  Corporation 

1  Only  such  documents  are  here  given  as  seem  necessary  to  a  full 
understanding  of  the  questions  discussed  in  previous  pages.  The 
charters  and  by-laws  of  the  National  Steel,  the  American  Steel  &  Wire, 
and  the  American  Tin  Plate  Companies,  are  given  in  full  in  Vol.  I.  of 
the  Report  of  the  Industrial  Commission,  and  are  quite  similar  to 
those  of  the  U.  S.  Steel,  The  Carnegie,  and  Federal  Steel  here  given. 
The  Sugar  Trust  Deed  is  given  in  full  in  121  N.  Y.  Report,  p.  582,  and 
18  Am.  St.  Report,  p.  843. 

2  Printed  from  circular  sent  by  J.  P.  Morgan  &  Co.  See  72  Com- 
mercial and  Financial  Chronicle,  March  9,  1901,  pp.  ix-xi;  also  same, 
March  16,  1901,  pp.  vii-ix. 

115 


IIG  APPENDIX. 

are  to  be  used  only  to  acquire  bonds  and  60  per  cent  of  the  stock  of 
the  Carnegie  Company. 

The  undersigned,  in  behalf  of  the  Syndicate,  and  on  the  terms  and 
conditions  hereinafter  stated,  offer,  in  exchange  for  the  preferred 
stocks  and  common  stocks  of  the  companies  above  named,  respectively, 
certificates  for  preferred  stock  and  common  stock  of  the  United  States 
Steel  Corporation,  upon  the  basis  stated  in  the  following  table,  viz.: 

For  each  $100  par  value  of  stock  of  the  class  mentioned  below,  the 
amount  set  opposite  thereto  in  preferred  stock  or  common  stock  of 
United  States  Steel  Corporation  at  par: 


AMOUNT  OF  NFW  STOCK 
TO   DE   DELIVERED   IN 
PAR    VALUE. 
NAME  OF  COMPANY  AND  CLASS  OF  STOCK. 

Preferred  Common 
Stock.        Stock. 

Federal  Steel  Co.,  preferred  stock $110.00 

Federal  Steel  Co.,  common  stock 4.00        §107.50 

American  Steel  &  Wire  Co.  of  N.  J.,  preferred  stock. .  117.50 
American  Steel  &  Wire  Co.  of  N.  J.,  common  stock. . .  102.50 

National  Tube  Co.,  preferred  stock 125.00 

National  Tube  Co.,  common  stock 8.80  125.00 

National  Steel  Co.,  preferred  stock 125.00 

National  Steel  Co.,  common  stock 125.00 

American  Tin  Plate  Co.,  preferred  stock 125.00 

American  Tin  Plate  Co.,  common  stock 20.00  125.00 

American  Steel  Hoop  Co.,  preferred  stock 100.00 

American  Steel  Hoop  Co.,  common  stock 100.00 

American  Sheet  Steel  Co.,  preferred  stock. 100.00 

American  Sheet  Steel  Co.,  common  stock 100.00 


With  reference  to  the  last  four  companies  the  aggregate  amount  of 
stocks  so  to  be  Offered  was  arranged  with  the  principal  stockholders  of 
those  companies,  who  have  requested  the  distribution  of  such  amount 
among  the  four  companies  to  be  made  in  the  percentages  above  stated. 

Proper  adjustment  will  be  made  in  respect  of  dividends  upon  all  the 
deposited  preferred  stocks,  so  that  the  registered  holders  of  receipts  for 
such  preferred  stocks  will  receive  the  equivalent  of  dividends  thereon, 
at  the  rates  therein  provided,  from  the  last  dividend  period  up  to 
April  1,  1901,  from  which  date  dividends  on  the  preferred  stock  of  the 
United  States  Steel  Corporation  are  to  begin  to  accrue.  Deposited 
common  stocks  must  carry  all  dividends  or  rights  to  dividends  declared 
or  payable  on  or  after  March  1,  1901,  and  no  adjustment  or  allowance 
v/ill  be  made  in  respect  thereof. 

For  the  purpose  of  avoiding  the  necessity  of  interruption  in  the 
declaration  and  payment  of  dividends,  when  earned,  upon  the  com- 
mon stock,  concurrently  with  the  payment  of  dividends  upon  the 
preferred  stock,  there  has  been  inserted  in  the  charter  of  the  United 
States  Steel  Corporation  a  provision  to  the  effect  that  whenever  all 


APPENDIX.  117 

quarterly  dividends  accrued  upon  the  preferred  stock  for  previous 
quarters  shall  have  been  paid,  the  Board  of  Directors  may  declare 
dividends  on  the  common  stock  out  of  any  remaining  surplus  or  net 
profits. 

Statements  furnished  to  us  by  officers  of  the  several  companies  above 
named,  and  of  the  Carnegie  Company,  show  that  the  aggregate  of  the 
net  earnings  of  all  the  companies  for  the  calendar  year  1900  was  amply 
sufficient  to  pay  dividends  on  both  classes  of  the  new  stocks,  besides 
making  provision  for  sinking  funds  and  maintenance  of  properties. 
It  is  expected  that  by  the  consummation  of  the  proposed  arrangement 
the  necessity  of  large  deductions  heretofore  made  on  account  of  expendi- 
tures for  improvements  will  be  avoided,  the  amount  of  earnings 
applicable  to  dividends  v/ill  be  substantially  increased  and  greater 
stability  of  investment  will  be  assured,  without  necessarily  increasing 
the  prices  of  manufactured  products. 

The  certificates  for  stocks  of  the  companies  above  named  must  be 
deposited  as  stated  below,  in  exchange  for  transferable  receipts  issued 
by  the  respective  depositaries,  for  which  application  will  be  made 
for  listing  on  the  New  York  Stock  Exchange.  The  deposited  certificates 
must  be  accompanied  by  suitable  assignments  and  powers  of  attorney 
in  blank,  duly  executed  and  having  attached  thereto  the  proper  v/ar 
revenue  stamps,  and  also,  if  required,  suitable  assignments  or  trans- 
fers of  all  dividends  or  rights  to  dividends  upon  deposited  common 
stocks  declared  or  payable  on  or  after  March  1,  1901.  Every  deposit 
shall  be  upon  the  following  further  terms  and  conditions: 

1.  The  undersigned,  acting  in  behalf  of  the  Syndicate,  shall  have 
full  control  over  the  deposited  certificates,  including  power  to  deliver 
the  same  under  said  contract  to  the  United  States  Steel  Corporation 
In  consideration  of  the  issue  of  preferred  stock  and  common  stock  of 
said  Corporation. 

2.  The  certificates  for  shares  of  the  United  States  Steel  Corporation, 
deliverable  to  depositors,  shall  be  delivered  at  an  ofllce  or  at  offices  in 
the  City  of  New  York  to  be  designated  by  the  undersigned  by  adver- 
tisement in  at  least  two  newspapers  in  the  City  of  New  York.  Such 
certificates  may  be  issued  in  the  names  of  the  respective  holders  of 
the  receipts  entitled  thereto  or  may  be  issued  in  such  other  names  as 
the  undersigned  may  select,  in  which  event  they  shall  be  endorsed  for 
transfer  in  blank  at  the  time  of  delivery.  The  undersigned  at  their 
option  may  deliver  temporary  certificates  for  such  shares  pending  the 
preparation  and  delivery  of  engraved  certificates. 

3.  At  any  time  prior  to  the  deposit  hereunder  of  two-thirds  in 
amount  of  all  outstanding  shares  of  the  capital  stock  of  any  one  or 
more  of  the  above-named  companies  (which  two-thirds  in  each  instance 
shall  include  two-thirds  of  the  outstanding  preferred  stock  of  such 
company),  the  undersigned  in  their  discretion  may  withdraw  the  offer 
herein  made  to  depositors  of  shares  of  any  such  company  of  whose 
capital  stock  two-thirds  shall  not  have  been  deposited;    and,  in  such 


118  APrENDIX. 

ca^e,  no  act  or  notice  of  withdrawal  shall  he  required  other  than 
advertisement  thereof  at  least  once  in  each  of  two  daily  newspapers 
in  the  City  of  New  York.  Upon  any  such  withdrawal,  the  deposited 
shares  of  such  company  shall  he  returned  without  charge,  upon  sur- 
render of  the  respective  receipts  issued  therefor.  The  undersigned,  in 
their  discretion,  may  consummate  the  proposed  transaction  as  to  tha 
stocks  of  any  companies  herein  named,  irrespective  of  the  deposit  of 
the  stocks  of  any  other  company  or  of  any  withdraYval  as  to  any  other 
company. 

4.  The  undersigned  are  authorized  to  proceed  with  the  proposed 
transaction  whenever  in  their  sole  judgment  a  sufficient  amount  of  the 
stocks  of  said  companies,  or  of  any  of  them,  shall  have  been  deposited. 
They  reserve  the  right,  at  any  time,  in  their  discretion,  to  wholly 
abandon  the  transaction  and  to  withdraw  their  offer  herein  contained, 
as  to  all  the  depositors,  by  publication  of  notice  of  such  withdrawal  in 
two  daily  newspapers  in  the  City  of  New  York;  and  in  that  event  all 
the  deposited  shares  shall  be  returned  without  charge  upon  surrender 
of  the  respective  receipts  therefor.  In  case  of  any  such  v/ithdrawal  of 
the  offer  hereunder  as  to  all  or  to  any  depositors,  such  depositors  shall 
have  no  claim  against  the  undersigned,  and  shall  only  be  entitled  to 
receive  their  deposited  securities  upon  surrender  of  the  respective  re- 
ceipts therefor. 

5.  The  authorized  issue  of  capital  stock  of  the  United  States  Steel 
Corporation  presently  provided  for  in  said  contract  is  $850,000,000,  of 
which  one-half  is  to  be  seven  per  cent  cumulative  preferred  stock  and 
one-half  is  to  be  common  stock.  The  company  will  also  issue  its  five 
per  cent,  gold  bonds  to  an  aggregate  amount  not  exceeding  $304,000,000. 
In  case  less  than  all  of  the  bonds  and  stock  of  the  Carnegie  Company 
or  less  than  all  of  the  stocks  of  the  other  companies  above  referred  to 
shall  be  acquired,  the  amounts  of  bonds  and  stocks  to  be  issued  will 
be  reduced  as  provided  in  said  contract. 

The  forms  of  the  new  bonds  and  of  the  indenture  securing  the  same, 
and  of  the  certificates  for  the  new  preferred  and  common  shares,  and 
the  entire  plan  of  organization  and  management  of  the  United  States 
Steel  Corporation,  shall  be  determined  by  J.  P.  Morgan  &  Co.  Every 
depositor  shall  accept  in  full  payment  and  exchange  for  his  deposited 
stock  the  shares  of  the  capital  stock  of  the  United  States  Steel  Corpora- 
tion, to  be  delivered  at  the  rates  above  specified,  in  respect  of  the 
stock  by  him  so  deposited;  and  no  depositor  or  holder  of  any  receipt 
issued  hereunder  shall  have  any  interest  in  the  disposition  of  any 
other  of  the  shares  of  stock,  or  of  the  bonds  of  the  United  States  Steel 
Corporation,  by  it  to  be  issued  and  delivered  to  or  for  account  of  the 
Syndicate  or  of  any  proceeds  thereof.  All  shares  of  the  United  States 
Steel  Corporation  deliverable  to  or  for  account  of  the  Syndicate, 
which  shall  not  be  required  for  the  acquisition  of  the  stock  of  the 
Carnegie  Company  or  for  delivery  to  depositors  under  the  terms  of  this 
circular,  are  to  be  retained  by  and  to  belong  to  the  Sj^ndicate. 

6.  The  respective  depositaries  may  make  all  such  rules  as  shall  be 


APPENDIX.  119 

approved  by  the  undersigned,  governing  the  transfer  and  registration 
of  receipts  for  deposited  shares,  and  for  the  closing  of  the  transfer 
books  for  such  receipts  for  any  purpose.  The  undersigned  shall  not 
be  responsible  for  any  default  of  any  depositary. 

7.  Each  deposit  hereunder  shall  be  irrevocable,  and  shall  operate  as 
a  separate  and  independent  agreement,  and  as  a  transfer  of  the  interest 
of  the  depositors  to  the  undersigned  on  the  terms  hereof. 

8.  Deposits  must  be  made  with  the  following  depositaries  respect- 
ively: 

Federal  Steel  preferred  and  common  stock  with  Colonial  Trust  Co., 

N.  Y.,  or  with  Old  Colony  Trust  Co.,  Boston. 
National  Tube  preferred  and  common  stock  with  Morton  Trust  Co.,  N, 

Y.,  or  with  Kidder,  Peabody  &  Co.,  Boston. 
American  Steel  &  Wire  preferred  stock  with  Standard  Trust  Co.,  N.  Y. 
American  Steel  &  V7ire  common  stock  with  Guaranty  Trust  Co.,  N.  Y. 
National   Steel  preferred  and  common  stock  with  Central  Trust  Co. 

N.  Y. 
American  Tin  Plate  preferred  and  common  stock  with  Mercantile  Trust 

Co.,  N.  Y. 
American  Sheet  Steel  preferred  and  common  stock  with  Farmers'  Loan 

&  Trust  Co.,  N.  Y. 
American   Steel  Hoop  preferred  and  common  stock  with  New  York 

Security  &  Trust  Co.,  N.  Y. 

Deposits  must  be  made  on  or  before  the  20th  day  of  March,  1901. 
After  that  date  no  deposit  will  be  received  except  in  the  discretion 
of  the  undersigned,  and  on  such  terms  as  the  undersigned  may  pre- 
scribe. 

The  undersigned  reserve  the  right  in  their  discretion  to  terminate 
the  privilege  of  deposit  hereunder  at  an  earlier  date  upon  two  days* 
notice  to  be  given  by  publication  at  least  once  in  two  daily  news- 
papers in  New  York  City. 

It  is  proper  to  state  that  J.  P.  Morgan  &  Co.  are  to  receive  no  com- 
pensation for  their  services  as  syndicate  managers  beyond  a  share 
in  any  sum  which  ultimately  may  be  realized  by  the  Syndicate. 

J.  P.  Morgan  &  Co., 
Syndicate  Managers. 


120 


APPENDIX, 


II. 

LETTEKS  ACCEPTIKG  OFFEK  OE  TRA:KrSEEE  OF 

SHARES.^ 

FEDERAL  STEEL  COMPANY, 

New  York,  March  2,  1901. 

Dear  Sir:  The  undersigned  shareholders  of  the  Federal  Steel 
Company  have  carefully  considered  the  circular  notice  of  Messrs.  J.  P. 
Morgan  &  Co.,  dated  March  2,  1901,  wherein  Messrs.  J.  P.  Morgan  & 
Co.,  acting  in  behalf  of  a  syndicate  in  which  some  of  the  undersigned 
are  included,  offer  to  the  shareholders  of  the  Federal  Steel  Company, 
and  of  certain  other  companies,  to  cause  to  be  delivered  to  them,  in 
payment  and  exchange  for  their  shares,  the  preferred  and  common 
stocks  of  the  United  States  Steel  Corporation,  upon  the  terms  and 
conditions  stated  in  such  circular  notice,  and  have  decided  to  accept 
the  shares  of  the  United  States  Steel  Corporation. 

We  believe  that  the  consummation  of  the  proposed  arrangement  will 
result  in  decreased  expenses,  in  lower  and  more  stable  cost  of  manufac- 
ture, and  without  advance  of  prices  of  manufactured  products,  in 
larger  net  earnings  applicable  to  dividends. 


(Signed)        H.  H.  Porter, 
H.  H.  Rogers, 
J.  PiERPONT  Morgan, 
Marshall  Field, 
D.  0.  Mills, 
N.  B.  Ream, 
Nathaniel  Thayer, 
Samuel  Mather, 


Samuel  Spencee, 
Robert  Bacon, 
C.  C.  Cuyler, 
A.  R.  Flower, 
Charles  MacVeagh, 
James  Sim, 
E.  H.  Gary. 


(The  signatures  were  followed  by  notice  of  the  place  to  make  deposit 
of  stock.) 

Precisely  similar  letters  were  signed  by  the  following  persons,  on 
behalf  of  the  National  Tube  Co.: 


E.  C.  Converse, 

F.  J.  Hearne, 
Francis  L.  Potts, 
Wm.  H.  Latshaw, 
Joshua  Rhodes, 
Arthur  F.  Luke, 
A.  S.  Matheson, 


Robert  Bacon, 
Wm.  N.  Crowell, 
John  D.  Culbertson, 
Daniel  O'Day, 
John  Don, 
Wm.  S.  Eaton, 
John  Eaton, 


Wm.  p.  Hamilton, 
J.  R.  DeLamar, 
Wm.  B.  Rhodes, 
Wm.  B.  Schiller, 
Charles  Steele, 
J.  R.  Tobey, 
J.  N.  Vance. 


1  See  72  Commercial  and  Financial  Chronicle,  March  9,  1901,  p.  xi; 
also  same,  March  16,  1901,  p.  ix. 


APPENDIX. 


181 


The  American  Steel  &  Wire  Co.: 


J.  W.  Gates, 
Wm.  Edenborn, 
Alfred  Clifford, 
Wm.  p.  Palmer, 
James  Hopkins, 
L.  D.  Ward, 


Thomas  Dolan, 
Charles  Douglass, 
F.  M.  Drake, 
P.  A.  B.  Widener, 
H.  C.  Pierce, 
John  Lambert, 


Thomas  F.  Ryan, 
Randal  Morgan, 
John  A.  Drake, 
S.  H.  Chisiiolm, 
J.  J.  Mitchell. 


Wm.  H.  &  J.  H.  Moore.  (Their  letter  adds: 
AMERICAN  TIN  PLATE  Co..  J  "^'  ^^  !'  important  that  the  transaction 
AAn.RTn>v^ST..TWnn.rn    i     "^^^^^  ^^  Completed  without  delay,  you 

will  please  deposit  your  stock  promptly 
•  (^   with,"  etc.) 


National  Steel  Co. 


American  Steel  Hoop  Co 
American  Sheet  Steel  Co 


122  APPENDIX. 


III. 

CIKCULAK  LETTER  AN]N^0UNCI:N'G  PLAN  HAS  BE- 
COME  OPERATIVE.! 

Office  of  J.  P.  Morgan  &  Co., 

23  Wall  Street,  New  York,  March  21,  1901. 

To  the  stockholders  of  Federal  Steel  Company,  National  Steel  Com- 
pany, National  Tube  Company,  American  Steel  and  Wire  Com- 
pany of  New  Jersey,  American  Tin  Plate  Company,  American 
Steel  Hoop  Company,  American  Sheet  Steel  Company. 
Referring  to  our  circular  dated  March  2,  1901,  we  announce  that 
holders  of  the  follov/ing  percentages  of  the  entire  outstanding  amounts 
of  the  preferred  and  common  stocks  of  the  above-named  companies 
have  accepted  the  offer  made  by  us  in  said  circular,  viz.: 


Percentage  of  Percentage  of 

Preferred  Stock.  Common  Stock, 

Federal  Steel  Company 97  96 

National  Steel  Company 97  98 

National  Tube  Company 98  93 

American  Steel  and  Wire  Co.  of  New 

Jersey 97  92 

American  Tin  Plate  Company 94  99 

American  Steel  Hoop  Company 97  98 

American  Sheet  Steel  Company 97  94 


The  plan  proposed  in  our  circular  has  therefore  become  operative. 

In  view  of  the  fact  that  there  are  stockholders  v/ho  desire  to  par- 
ticipate in  the  plan,  but  who  have  been  unable  to  deposit  the  certificate 
for  their  stock  within  the  time  limited  in  our  circular,  we  have 
extended  the  time  for  deposit  of  stocks  under  the  terms  and  conditions 
of  our  said  circular  of  March  2,  1901,  until  and  including  Monday, 
April  1st,  1901,  after  which  date  no  deposits  of  stock  will  be  received 
except  in  our  discretion  and  on  such  terms  as  we  may  prescribe. 

The  common  stock  of  any  company  offered  for  deposit  after  the 
date  of  closing  the  transfer  books  of  such  company  for  the  payment 
of  dividends  upon  the  common  stock,  must  be  accompanied  by  an 
order  for  such  dividend. 

Deposits  must  be  made  with  the  following  depositaries  respectively: 

1  Printed  from  circular  sent  by  J.  P.  Morgan  &  Co.  See  72  Commer- 
cial &  Financial  Chronicle,  March  23,  1901,  p.  x;  also  same,  March 
30,  1901,  p.  viii. 


APPENDIX.  123 

Federal  Steel  preferred  and  common  stock  with  Colonial  Trust  Co., 

:;.  Y.,  or  with  Old  Colony  Trust  Co.,  Boston. 
National  Tube  preferred  and  common  stock  with  Morton  Trust  Co., 

N.  Y.,  or  with  Kidder,  Peabody  &  Co.,  Boston. 
American  Steel  &  Wire  preferred  stock  with  Standard  Trust  Co.,  N.  Y. 
American  Steel  &  Wire  common  stock  with  Guaranty  Trust  Co.,  N.  Y. 
National  Steel  preferred  and  common  stock  with  Central  Trust  Co. 

N.  Y. 
American  Tin  Plate  preferred  and  common  stock  with  Mercantile  Trust 

Co.,  N.  Y. 
American  Sheet  Steel  preferred  and  common  stock  with  Farmers'  Loan 

&  Trust  Co.,  N.  Y. 
American  Steel   Hoop  preferred  and  common  stock  with  New  York 

Security  &  Trust  Co.,  N.  Y. 

J.  P.  Morgan  &  Co., 
Syndicate  Managers. 


124  APPENDIX. 


IV. 

CIRCULAR  OFFER  TO  BRIDGE  AND  MINES  COM- 

PANIES.i 

Office  of  J.  P.  Morgan  &  Co., 

23  Wall  Street,  New  York,  April  2,  1901. 

To  the  stockholders  of  American  Bridge  Company,  Lake  Superior  Con- 
solidated Iron  Mines. 

The  offer  made  in  our  circular  of  March  2,  1901,  in  behalf  of  the 
Sj^ndicate,  having  been  accepted  by  more  than  98  per  cent  of  the 
holders  of  stock  in  the  several  companies  therein  mentioned,  the  plan 
proposed  in  said  circular  has  become  operative.  We  now  offer,  by 
authority  and  for  account  of  the  United  States  Steel  Corporation,  in 
exchange  for  the  preferred  and  common  stock  of  the  American  Bridge 
Company  and  for  the  stock  of  the  Lake  Superior  Consolidated  Iron 
Mines,  respectively,  certificates  for  preferred  stock  and  common  stock 
of  the  United  States  Steel  Corporation  upon  the  following  basis: 

For  each  $100,  par  value,  of  preferred  stock  of  the  American  Bridge 
Company,  $110,  par  value,  in  the  preferred  stock  of  United  States  Steel 
Corporation. 

For  each  $100,  par  value,  of  common  stock  of  the  American  Bridge 
Company,  $105  in  the  common  stock  of  United  States  Steel  Corpora- 
tion. 

For  each  $100,  par  value,  of  stock  of  the  Lake  Superior  Consolidated 
Iron  Mines,  $135,  par  value,  in  the  preferred  stock  and  $135,  par  value, 
in  the  common  stock  of  United  States  Steel  Corporation, 

Such  preferred  stock  of  the  American  Bridge  Company  will  be 
received  ex  dividend  payable  April  24,  1901,  but  must  carry  all  other 
dividends  and  rights  to  dividends  declared  or  payable  after  that  date. 
Such  common  stock  of  the  American  Bridge  Company  and  such  stock 
of  the  Lake  Superior  Consolidated  Iron  Mines  must  carry  all  dividends 
and  rights  to  dividends  declared  or  payable  after  March  15,  1901. 

Dividends  on  the  preferred  stock  of  United  States  Steel  Corporation 
to  be  delivered  to  depositors  are  to  begin  to  accrue  from  April  1,  1901. 

Arrangements  have  already  been  made  for  the  acquisition  upon  the 
above  basis  of  more  than  eighty-five  per  cent  of  the  stock  of  the  Lake 
Superior  Consolidated  Iron  Mines,  embracing  therein  the  interests  of 
Mr.  John  D.  Rockefeller.  Arrangements  have  also  been  made  for  the 
acquisition  by  the  United  States  Steel  Corporation  of  all  the  outstanding 
interest  in  the  Oliver  Iron  Mining  Company  and  the  Pittsburgh  Steam- 

1  Printed  from  circular  sent  by  J.  P.  Morgan  &  Co.  See  72  Commer- 
cial and  Financial  Chronicle,  April  6,  1901,  p.  viii;  also  same,  April 
13,  1901,  p.  viii. 


APPENDIX.  126 

ship  Company,  not  owned  by  the  Carnegie  Company:  The  offer  herein 
made  for  stock  of  the  American  Bridge  Company  is  conditional  upon 
the  deposit  and  sale  hereunder  of  at  least  two-thirds  in  amount  of  all 
outstanding  shares  of  the  capital  stock  of  said  Company,  which  two- 
thirds  shall  include  two-thirds  of  the  outstanding  preferred  stock. 

Certificates  for  stocks  of  the  American  Bridge  Company  and  of  the 
Lake  Superior  Consolidated  Iron  Mines  must  be  deposited  with  us 
as  stated  below  in  exchange  for  our  transferable  receipts.  The 
deposited  certificates  must  be  accompanied  by  suitable  assignments 
and  powers  of  attorney  in  blank,  duly  executed,  and  having  attached 
thereto  the  proper  war  revenue  stamps  and  also,  if  required,  suitable 
assignments  or  transfers  of  all  dividends  and  rights  to  dividends  as 
above  stated.  Every  deposit  must  be  made  upon  the, following  further 
terms  and  conditions: 

1.  The  undersigned  shall  have  power  to  deliver  the  deposited  cer- 
tificates to  United  States  Steel  Corporation,  but  until  so  delivered  the 
undersigned  shall  have  full  control  over  such  certificates.  The  transfer 
and  delivery  to  the  Steel  Company  of  the  deposited  shares  of  any  com- 
pany may  be  completed  whenever  the  undersigned  deem  that  a  sufficient 
amount  of  the  stocks  of  said  company  shall  have  been  deposited. 

2.  The  certificates  for  shares  of  the  United  States  Steel  Corporation, 
deliverable  to  depositors,  shall  be  delivered  at  an  office  or  at  offices  in 
the  City  of  New  York,  to  be  designated  by  the  undersigned  by  adver- 
tisement in  at  least  two  newspapers  in  the  City  of  New  York.  Such 
certificates  may  be  issued  in  the  names  of  the  respective  holders  of  the 
receipts  entitled  thereto,  or  may  be  issued  in  such  other  names  as  the 
undersigned  may  select,  in  which  event  they  shall  be  endorsed  for 
transfer  in  blank  at  the  time  of  delivery.  Every  depositor  agrees  to 
accept  in  full  payment  and  exchange  for  his  deposited  stock,  certificates 
for  shares  in  the  capital  stock  of  the  United  States  Steel  Corporation, 
to  be  delivered  at  the  rates  above  specified  in  respect  of  the  stock  by 
him  so  deposited.  The  undersigned,  at  their  option,  may  deliver  tem- 
porary certificates  for  such  shares  pending  the  preparation  and  delivery 
of  engraved  certificates.  The  authorized  capital  stock  of  the  United 
States  Steel  Corporation  has  been  increased  to  $550,000,000  of  preferred 
stock  and  $550,000,000  of  common  stock.  The  corporation  has  appro- 
priated and  has  agreed  to  issue  $425,000,000  of  such  preferred  stock  and 
$425,000,000  of  such  common  stock  under  the  contract  referred  to  in 
said  circular  of  March  2,  1901;  and  it  proposes  to  issue  the  remainder 
of  such  authorized  capital  stock  for  future  requirements  and  acquisi- 
tions, including  the  acquisition  of  the  stocks  deposited  under  this  cir- 
cular. 

3.  The  undersigned  may  make  all  such  rules  as  they  shall  deem 
expedient  governing  the  transfer  and  registration  of  receipts  for  depos- 
ited shares  and  for  the  closing  of  the  transfer  books  for  such  receipts 
for  any  purpose. 

4.  The  United  States  Steel  Corporation  may  revoke  the  offer  hereby 
made  as  to  all  or  any  depositors  of  stock  of  the  American  Bridge  Com- 


12G  APPENDIX. 

pany,  or  of  the  Lake  Superior  Consolidated  Iron  Mines  at  any  time 
before  tlie  stocks  of  United  States  Steel  Corporation  actually  shall  have 
been  issued  and  delivered  in  exchange  therefor;  and  in  such  case  no  act 
or  notice  of  revocation  shall  be  required  other  than  an  advertisement 
thereof  at  least  once  in  each  of  two  daily  newspapers  in  the  City  of 
New  York.  In  the  event  of  any  such  revocation  the  deposited  stocks, 
then  remaining  unexchanged,  shall  be  returned  v/ithout  charge  upon 
surrender  of  the  respective  receipts  issued  therefor,  and  the  depositors 
and  receipt  holders  respectively  shall  have  no  claim  against  the  United 
States  Steel  Corporation  or  against  the  undersigned. 

Deposits  of  Lake  Superior  Consolidated  Iron  Mines  stock  must  be 
made  at  our  office.  No.  23  Wall  Street,  New  York.  Deposits  of  preferred 
and  comriion  stock  of  American  Bridge  Company  may  be  made  either 
at  our  office,  No.  23  Wall  Street,  New  York,  or  at  the  office  of  Messrs. 
Kidder,  Peabody  &  Co.,  Boston,  Mass.  All  deposits  must  be  made  on 
or  before  the  15th  day  of  April,  1901.  After  that  date  no  deposit  will 
be  received  except  in  our  discretion  and  on  such  terms  as  we  may  pre- 
scribe. 

The  right  is  reserved  to  the  undersigned  to  terminate  the  privilege  of 
deposit  hereunder  at  an  earlier  date  upon  two  days'  notice  to  be  given 
by  publication  at  least  once  in  two  daily  newspapers  in  New  York  City. 

J.  P.  Morgan  &  Co., 
Syndicate  Managers. 


APPENDIX.  127 


V. 

CIKCULAK  ANl^TOUNCING  TEx\XSFEE  OF  SIIAEES 
AI^D  NOMINATION  OF  OFFICEES.^ 

Office  of  J.  P.  Morgan  &  Co., 

23  Wall  Street,  New  York,  April  8,  1901. 

To  holders  of  certificates  of  deposit  for  stock  of  Federal  Steel  Company, 

National    Steel    Company,    National    Tube    Company,    American 

Steel  and  Wire  Company  of  New  Jersey,  American  Tin  Plate 

Company,  American  Steel  Hoop  Company,  American  Sheet  Steel 

Company. 

The  stocks  deposited  under  our  circular  letter  dated  March  2,  1901, 

and  also  98  9-10  per  cent  of  the  capital  stock  and  $113,760,000  of  the 

honds  of  the  Carnegie  Company  have  been  transferred  by  us  to  the 

United  States  Trust  Company  of  New  York  in  trust  for  the  United 

States  Steel  Corporation.    For  such  stocks  and  bonds  and  the  sum  of 

$25,000,000,  the  United  States  Steel  Corporation,  in  part  performance  of 

the  contract  referred  to  in  our  said  circular,  has  issued  to  or  for  account 

of  the  syndicate  part  of  the  $425,000,000  of  preferred  stock  and  $425,- 

000,000  of  common  stock  and  $304,000,000  of  five  per  cent  gold  bonds 

to  be  received  by  the  syndicate  under  said  contract;    the  remainder  of 

said  amounts  of  stocks  and  bonds  from  time  to  time  to  be  issued  to 

or  for  account  of  the  syndicate  upon  transfer  of  additional  stocks  of  the 

companies  above  named  and  bonds  of  the  Carnegie  Company. 

The  authorized  capital  stock  of  the  United  States  Steel  Corporation 
has  been  increased  to  $550,000,000  of  preferred  stock  and  $550,000,000 
of  common  stock.  Provision  is  thus  made  for  the  acquisition  of  shares 
of  the  capital  stock  of  the  American  Bridge  Company  and  of  the  Lake 
Superior  Consolidated  Iron  Mines,  and  for  other  acquisitions  and  also 
for  future  requirements.  By  authority  and  for  account  of  the  United 
States  Steel  Corporation  we  have  made  to  the  stockholders  of  the  Amer- 
ican Bridge  Company  and  of  the  Lake  Superior  Consolidated  Iron 
Mines  a  public  offer  to  exchange  for  their  shares  the  preferred  stock 
and  the  common  stock  of  the  United  States  Steel  Corporation  upon 
the  basis  set  forth  in  our  circular  dated  April  2, 1901,  which  was  widely 
advertised  in  the  public  press,  and  of  which  copies  may  be  obtained 
at  our  office.    Copies  of  the  amended  certificate  of  incorporation  and 

1  Printed  from  circular  sent  by  J.  P.  Morgan  &  Co.  See  72  Commer- 
cial &  Financial  Chronicle,  April  13,  1901,  p.  ix;  also,  same,  April  20, 
1901,  p.  ix,  where  this  circular,  omitting  the  names  of  directors  and 
officers  nominated,  is  printed. 


128  APPENDIX. 

of  the  by-laws  of  the  United   States  Steel  Corporation  also  may  be 
obtained  at  our  office  upon  application. 

The  Board  of  Directors  and  principal  officers  of  the  United  States 
Steel  Corporation  have  been  nominated  by  us,  as  follows: 

DIRECTORS. 
J.  Pierpont  Morgan,  John  D.  Rockefeller,  Henry  H.  Rogers,  Charles 
M.  Schwab,  Elbert  H.  Gary,  Robert  Bacon,  Edmund  C.  Converse,  Per- 
cival  Roberts,  for  three  years. 

Francis  H.  Peabody,  Charles  Steele,  William  H.  Moore,  Norman  B. 
Ream,  Peter  A.  B.  Widener,  James  H.  Reed,  Henry  C.  Frick,  William 
Edenborn,  for  two  years. 

Marshall  Field,  Daniel  G.  Reid,  John  D.  Rockefeller,  Jr.,  Alfred  Clif- 
ford, William  E.  Dodge,  Nathaniel  Thayer,  Abram  S.  Hewitt,  Clement 
A.  Griscom,  for  one  year. 

EXECUTIVE  COMMITTEE. 
Elbert  H.  Gary, 
Daniel  G.  Reid, 
William  Edenborn, 
Edmund   C.   Converse, 
Percival  Roberts, 
Charles  Steele. 

FINANCE  COMMITTEE. 
Robert  Bacon, 
Henry  H.  Rogers, 
Norman  B.  Ream, 
P.  A.  B.  Widener. 

PRESIDENT. 

Charles  M.  Schwab. 

CHAIRMAN  EXECUTIVE  COMMITTEE. 

Elbert  H.  Gary. 

CHAIRMAN  FINANCE  COMMITTEE. 

Robert  Bacon. 

GENERAL  COUNSEL. 

Francis  Lynde  Stetson. 

TREASURER. 

Arthur  F.  Luke. 

SECRETARY. 

Richard  Trimble. 

AUDITOR. 
Edward  Shearson. 

Dividends  up  to  April  1, 1901,  on  the  preferred  stock  of  National  Steel 
Company,  of  National  Tube  Company,  and  of  American  Steel  and  Wire 
Company,  have  been  paid  and  remitted  to  the  registered  holders  of 
certificates  of  deposit  for  such  stocks  respectively. 


APPENDIX.  129 

Dividends  up  to  April  1,  1901,  on  tlie  preferred  stock  of  Federal  Steel 
Company  and  of  American  Sheet  Steel  Company,  have  been  declared, 
and  when  received  from  said  companies  respectively,  will  be  remitted 
to  the  registered  holders  of  certificates  of  deposit  of  such  stocks 
respectively,  as  of  the  dates  of  the  closing  of  the  transfer  books  of  said 
two  companies. 

Dividends  up  to  May  1,  1901,  on  the  preferred  stock  of  American  Tin 
Plate  Company  and  of  American  Steel  Hoop  Company  have  been 
declared,  and  when  received  from  said  companies,  respectively,  the  por- 
tion thereof  accrued  to  April  1  (viz.,  one  dollar  and  sixteen  and  two- 
thirds  cents  per  share)  will  be  remitted  to  the  persons  who  on  April  16, 
1901  (being  the  date  from  which  the  transfer  books  for  such  dividends 
will  be  closed)  shall  be  registered  as  holders  of  such  certificates  of 
deposit.  If  any  certificate  of  deposit  for  any  preferred  stock  of  either 
of  said  two  companies  shall  have  been  surrendered  prior  to  April  16, 
1901,  such  portion  of  the  dividend  thereon  will  be  remitted  to  the  per- 
sons who  shall  have  been  registered  as  holders  of  such  certificate  at  the 
time  of  such  earlier  surrender  thereof. 

On  and  after  April  10,  1901,  out  of  such  stock  issued  to  or  for  account 
of  the  syndicate,  the  undersigned  will  be  prepared  to  cause  certificates 
for  shares  of  the  United  States  Steel  Corporation  to  be  delivered  in 
exchange  for  and  upon  surrender  of  certificates  of  deposit  issued  under 
said  circular  of  March  2,  1901,  at  the  offices  of  the  respective  deposi- 
taries. 

All  certificates  of  deposit  must  be  endorsed  in  blank,  and  if  new  stock 
is  desired  in  any  name  other  than  that  appearing  on  the  face  of  the 
certificate  of  deposit,  its  assignment  must  be  acknowledged  before  a 
notary  public,  or  attested  by  some  person  satisfactory  to  the  depositary. 

Holders  of  certificates  of  deposit  are  required  to  fill  up,  and  to  deliver, 
or  to  forward  in  the  stamped  envelope  herewith  enclosed,  to  the  several 
depositaries,  orders  in  the  accompanying  form,  indicating  the  persons 
in  whose  names  shall  be  issued  the  certificates  for  shares  of  stock  of  the 
United  States  Steel  Corporation. 

The  depositaries  will  accept  on  each  day  certificates  of  deposit  for 
only  such  number  of  shares  as  it  shall  be  found  practicable  to  exchange. 

Holders  entitled  to  a  fraction  of  a  share  may  either  sell  the  fraction 
to  us,  or  may  purchase  such  amounts  as  may  be  necessary  to  entitle 
them  to  an  entire  share. 

Holders  transmitting  certificates  of  deposit  by  mail  or  by  express, 
will  please  indicate  whether  they  v/ish  to  sell  or  to  buy  such  fractions, 
and  whether  they  desire  the  nev/  securities  to  be  sent  by  registered 
mail  or  by  express  at  their  expense. 

J.  P.  Morgan  &  Co., 
Syndicate  Managers. 


130  APPENDIX. 


VI. 

CIECULAK  AIvnSTOIJl^CING  OPEKATIOX  OF  PLA:^  AS 
TO  BEIDGE  AND  MINES  COMPANIES.^ 

Office  of  J.  P.  Morgan  &  Co.. 

23  Wall  Street,  New  York,  April  18,  1901. 

To  the  stockholders  of  American  Bridge  Company,  Lake  Superior  Con- 
solidated Iron  Mines. 

Referring  to  our  circular  dated  April  2,  1901,  we  announce  that  the 
holders  of  over  91  per  cent  of  the  preferred  stock  and  98  per  cent  of 
the  common  stock  of  the  American  Bridge  Company,  and  the  holders 
of  over  99  per  cent  of  the  stock  of  the  Lake  Superior  Consolidated  Iron 
Mines  (including  Mr.  John  D.  Rockefeller),  have  accepted  the  offer 
made  by  us  in  said  circular,  and  that  therefore  the  plan  therein  pro- 
posed has  become  operative. 

In  view  of  the  fact  that  there  are  stockholders  of  each  company  who 
desire  to  participate  in  the  plan,  ^but  who  have  been  unable  to  deposit 
the  certificates  for  their  stock  within  the  time  limited  in  our  circular, 
we  have  extended  the  time  for  the  deposit  of  the  stock  of  said  two  com- 
panies, under  the  terms  and  conditions  of  our  said  circular  of  April  2, 
1901,  UNTIL  AND  INCLUDING  THE  27th  DAY  OF  ApRiL,  1901,  after  which 
date  no  deposits  of  stock  will  be  received  except  in  our  discretion  and 
on  such  terms  as  we  may  prescribe. 

The  common  stock  of  either  company  offered  for  deposit  after  the 
date  of  closing  of  the  transfer  books  of  such  company  for  the  payment 
of  any  dividend  upon  the  common  stock  must  be  accompanied  by  an 
order  for  such  dividend. 

J.  P.  Morgan  &  Co., 
Syndicate  Managers. 

1  See  72  Commercial  &  Financial  Chronicle,  April  20,  1901,  p.  ix;  also, 
same,  April  27,  1901,  p.  xi. 


APPENDIX.  131 


VII. 

CIECULAK  A:t^XOUNCIXG  TIME  OF  DELIVEKY  OF 

U.  S.  STEEL  STOCK  FOR  BRIDGE  AND 

MINES   CERTIFICATES.! 

Office  of  J.  P.  Morgan  &  Co., 

23  Wall  Street,  New  York,  May  6,  1901. 

To  holders  of  our  certificates  of  deposit  for  stock  of  American  Bridge 
Co.,  Lake  Superior  Consolidated  Iron  Mines. 

On  and  after  May  8,  1901,  by  authority  and  for  account  of  the  United 
States  Steel  Corporation,  which  has  delivered  to  us  the  stock  certificates 
necessary  therefor,  we  will  be  prepared  to  deliver  at  our  office,  No.  23 
Wall  Street,  New  York,  certificates  for  shares  of  the  United  States 
Steel  Corporation,  in  exchange  for  and  upon  surrender  of  our  certifi- 
cates of  deposit  for*stock  of  the  American  Bridge  Company  and  of  the 
Lake  Superior  Consolidated  Iron  Mines,  issued  under  our  circular  of 
April  2,  1901. 

All  certificates  of  deposit  must  be  indorsed  in  blank,  and  if  new  stock 
is  desired  in  any  name  other  than  that  appearing  on  the  face  of  the 
certificate  of  deposit,  its  assignment  must  be  acknowledged  before  a 
notary  public,  or  be  attested  by  some  person  satisfactory  to  the  under- 
signed. 

Holders  entitled  to  a  fraction  of  a  share  may  either  sell  the  fraction 
to  us  or  may  purchase  from  us  such  amounts  as  may  be  necessary  to 
entitle  them  to  an  entire  share. 

Holders  transmitting  certificates  of  deposit  by  mail  or  express  will 
please  indicate  whether  they  wish  to  sell  or  buy  such  fractions,  and 
whether  they  desire  the  new  securities  to  be  sent  by  registered  mail  or 
by  express  at  their  expense. 

J.  P.  Morgan  &  Co., 
Syndicate  Managers. 

1  See  72  Commercial  &  Financial  Chronicle,  May  11,  1901,  p.  vii;  also, 
same.  May  18,  1901,  p.  viii. 


133  APPENDIX. 


VIII. 
CHAKTEK  OF  U.  S.  STEEL  COEPOKATIOK^ 

AMENDED  CERTIFICATE  OF  INCORPORATION  OF  UNITED   STATES  STEEL  COR- 
PORATION. 

We,  the  undersigned,  in  order  to  form  a  corporation  for  the  purposes 
hereinafter  stated,  under  and  pursuant  to  the  provisions  of  the  Act  of 
the  Legislature  of  the  State  of  New  Jersey,  entitled  "An  Act  Concerning 
Corporations  (Revision  of  1896),"  and  the  acts  amendatory  thereof  and 
supplementary  thereto,  do  hereby  certify  as  follows: 

I.  The  name  of  the  corporation  is 

UNITED  STATES  STEEL  CORPORATION. 

II.  The  location  of  its  principal  office  in  the  State  of  New  Jersey  is 
at  No.  51  Newark  Street,  in  the  City  of  Hoboken,  County  of  Hudson. 
The  name  of  the  agent  therein  and  in  charge  thereof,  upon  whom 
process  against  the  corporation  may  be  served,  is  Hudson  Trust  Com- 
pany.   Said  office  is  to  be  the  registered  office  of  said  corporation. 

III.  The  objects  for  which  the  corporation  is  formed  are: 

To  manufacture  iron,  steel,  manganese,  coke,  copper,  lumber  and 
other  materials,  and  all  or  any  articles  consisting,  or  partly  consisting, 
of  iron,  steel,  copper,  wood  or  other  materials,  and  all  or  any  products 
thereof. 

To  acquire,  own,  lease,  occupy,  use  or  develop  any  lands  containing 
coal  or  iron,  manganese,  stone  or  other  ores,  or  oil,  and  any  woodlands, 
or  other  lands  for  any  purpose  of  the  company. 

To  mine  or  otherwise  to  extract  or  remove  coal,  ores,  stone  and  other 
minerals  and  timber  from  any  lands  owned,  acquired,  leased,  or  occu- 
pied by  the  company,  or  from  any  other  lands. 

To  buy  and  sell,  or  otherwise  to  deal  or  to  traffic  in,  iron,  steel,  man- 
ganese, copper,  stone,  ores,  coal,  coke,  wood,  lumber  and  other  materials, 
and  any  of  the  products  thereof,  and  any  articles  consisting,  or  partly 
consisting  thereof. 

To  construct  bridges,  buildings,  machinery,  ships,  boats,  engines,  cars 
and  other  equipment,  railroads,  docks,  slips,  elevators,  water  works, 
gas  works  and  electric  works,  viaducts,  aqueducts,  canals  and  other 
water-ways,  and  any  other  means  of  transportation,  and  to  sell  the 
same,  or  otherwise  dispose  thereof,  or  to  maintain  and  operate  the  same, 
except  that  the  company  shall  not  maintain  or  operate  any  railroad  or 
canal  in  the  State  of  New  Jersey. 

1  Printed  from  copy  sent  by  J.  P.  Morgan  &  Co.  For  Analysis  and 
Contents,  see  Charter,  in  the  index. 


APPENDIX.  133 

To  apply  for,  obtain,  register,  purchase,  lease,  or  otherwise  to  acquire, 
and  to  hold,  use,  own,  operate  and  introduce,  and  to  sell,  assign,  or 
otherwise  to  dispose  of,  any  trade-marks,  trade  names,  patents,  inven- 
tions, improvements  and  processes  used  in  connection  with,  or  secured 
under  letters  patent  of  the  United  States,  or  elsewhere,  or  otherwise; 
and  to  use,  exercise,  develop,  grant  licenses  in  respect  of,  or  otherwise 
turn  to  account  any  such  trade-marks,  patents,  licenses,  processes,  and 
the  like,  or  any  such  property  or  rights. 

To  engage  in  any  other  manufacturing,  mining,  construction  or  trans- 
portation business  of  any  kind  or  character  whatsoever,  and  to  that  end 
to  acquire,  hold,  own  and  dispose  of  any  and  all  property,  assets,  stocks, 
bonds  and  rights  of  any  and  every  kind;  but  not  to  engage  in  any  busi- 
ness hereunder  which  shall  require  the  exercise  of  the  right  of  eminent 
domain  within  the  State  of  New  Jersey. 

To  acquire  by  purchase,  subscription  or  otherwise,  and  to  hold  or  to 
dispose  of,  stocks,  bonds  or  any  other  obligations  of  any  corporation 
formed  for,  or  then  or  theretofore  engaged  in  or  pursuing,  any  one  or 
more  of  the  kinds  of  business,  purposes,  objects  or  operations  above 
indicated,  or  owning  or  holding  any  property  of  any  kind  herein  men- 
tioned; or  of  any  corporation  owning  or  holding  the  stocks  or  the 
obligations  of  any  such  corporation. 

To  hold  for  investment,  or  otherwise  to  use,  sell  or  dispose  of,  any 
stock;  bonds  or  other  obligations  of  any  such  other  corporation;  to  aid 
in  any  manner  any  corporation  whose  stock,  bonds  or  other  obligations 
are  held  or  are  in  any  manner  guaranteed  by  the  company,  and  to  do 
any  other  acts  or  things  for  the  preservation,  protection,  improvement 
or  enhancement  of  the  value  of  any  such  stock,  bonds  or  other  obliga- 
tions, or  to  do  any  acts  or  things  designed  for  any  such  purpose;  and, 
while  owner  of  any  such  stock,  bonds  or  other  obligations,  to  exercise 
all  the  rights,  powers  and  privileges  of  ownership  thereof,  and  to  exer- 
cise any  and  all  voting  power  thereon. 

The  business  or  purpose  of  the  company  is  from  time  to  time  to  do 
any  one  or  more  of  the  acts  and  things  herein  set  forth;  and  it  may 
conduct  its  business  in  other  States  and  in  the  Territories  and  in  for- 
eign countries,  and  may  have  one  office  or  more  than  one  office,  and 
keep  the  books  of  the  company  outside  of  the  State  of  New  Jersey, 
except  as  otherwise  may  be  provided  by  law;  and  may  hold,  purchase, 
mortgage  and  convey  real  and  personal  property  either  in  or  out  of  the 
State  of  New  Jersey. 

Without  in  any  particular  limiting  any  of  the  objects  and  powers  of 
the  corporation,  it  is  hereby  expressly  declared  and  provided  that  the 
corporation  shall  have  power  to  issue  bonds  and  other  obligations,  in 
payment  for  property  purchased  or  acquired  by  it,  or  for  any  other 
object  in  or  about  its  business;  to  mortgage  or  pledge  any  stock,  bonds 
or  other  obligations,  or  any  property  which  may  be  acquired  by  it,  to 
secure  any  bonds  or  other  obligations  by  it  issued  or  incurred;  to 
guarantee  any  dividends  or  bonds  or  contracts  or  other  obligations;  to 
make  and  perform  contracts  of  any  kind  and  description;  and  in  carry- 


134  APPENDIX. 

ing  on  its  business,  or  for  the  purpose  of  attaining  or  furthering  any 
of  its  objects,  to  do  any  and  all  other  acts  and  things,  and  to  exercise 
any  and  all  other  powers  which  a  copartnership  or  natural  person  could 
do  and  exercise,  and  which  now  or  hereafter  may  be  authorized  by  law. 

IV.  The  total  authorized  capital  stock  of  the  corporation  is  eleven 
hundred  million  dollars  ($1,100,000,000),  divided  into  eleven  million 
shares  of  the  par  value  of  one  hundred  dollars  each.  Of  such  total 
authorized  capital  stock,  five  million  five  hundred  thousand  shares, 
amounting  to  five  hundred  and  fifty  million  dollars,  shall  be  preferred 
stock,  and  five  million  five  hundred  thousand  shares  amounting  to  five 
hundred  and  fifty  million  dollars,  shall  be  common  stock. 

From  time  to  time,  the  preferred  stock  and  the  common  stock  may  be 
Increased  according  to  law,  and  may  be  issued  in  such  amounts  and 
proportions  as  shall  be  determined  by  the  board  of  directors,  and  as 
may  be  permitted  by  law. 

The  holders  of  the  preferred  stock  shall  be  entitled  to  receive  when 
and  as  declared,  from  the  surplus  or  net  profits  of  the  corporation, 
yearly  dividends  at  the  rate  of  seven  per  centum  per  annum,  and  no 
more,  payable  quarterly  on  dates  to  be  fixed  by  the  by-laws.  The  divi- 
dends on  the  preferred  stock  shall  be  cumulative,  and  shall  be  payable 
before  any  dividends  on  the  common  stock  shall  be  paid  or  set  apart: 
so  that,  if  in  any  year  dividends  amounting  to  seven  per  cent  shall 
not  have  been  paid  thereon,  the  deficiency  shall  be  payable  before  any 
dividends  shall  be  paid  upon  or  set  apart  for  the  common  stock. 

Whenever  all  cumulative  dividends  on  the  preferred  stock  for  all 
previous  years  shall  have  been  declared  and  shall  have  become  payable, 
and  the  accrued  quarterly  installments  for  the  current  year  shall  have 
been  declared,  and  the  company  shall  have  paid  such  cumulative  div- 
idends for  previous  years  and  such  accrued  quarterly  installments,  or 
shall  have  set  aside  from  its  surplus  or  net  profits  a  sum  sufficient  for 
the  payment  thereof,  the  Board  of  Directors  may  declare  dividends  on 
the  common  stock,  payable  then  or  thereafter,  out  of  any  remaining 
surplus  or  net  profits. 

In  the  event  of  any  liquidation  or  dissolution  or  winding  up  (whether 
voluntary  or  involuntary)  of  the  corporation,  the  holders  of  the  pre- 
ferred stock  shall  be  entitled  to  be  paid  in  full  both  the  par  amount  of 
their  shares,  and  the  unpaid  dividends  accrued  thereon  before  any 
amount  shall  be  paid  to  the  holders  of  the  common  stock;  and  after 
the  payment  to  the  holders  of  the  preferred  stock  of  its  par  value,  and 
the  unpaid  accrued  dividends  thereon,  the  remaining  assets  and  funds 
shall  be  divided  and  paid  to  the  holders  of  the  common  stock  according 
to  their  respective  shares. 

V.  The  names  and  post-office  addresses  of  the  incorporators,  and  the 
number  of  shares  of  stock  for  which  severally  and  respectively  we  do 
hereby  subscribe  (the  aggregate  of  our  said  subscriptions,  being  three 
thousand  dollars,  is  the  amount  of  capital  stock  with  which  the  cor- 
poration will  commence  business),  are  as  follows: 


APPENDIX.  135 

Number  of  Shares. 
Name.  Post-Office  Address.  Preferred        Common 

Stock.  Stock. 

Charles  C.  Cluff,  51  Newark  St.,  Hoboken,  N.  J. .       5  5 

William  J.  Curtis,  51  Newark  St.,  Hoboken,  N.  J. .      5  5 

Charles  MacVeagh,  51  Newark  St.,  Hoboken,  N.  J. .       5  5 

VI.  The  duration  of  the  corporation  shall  be  perpetual. 

VII.  The  number  of  Directors  of  the  company  shall  be  fixed  from 
time  to  time  by  the  by-laws;  but  the  number,  if  fixed  at  more  than 
three,  shall  be  some  multiple  of  three.  The  Directors  shall  be  classified 
with  respect  to  the  time  for  which  they  shall  severally  hold  office  by 
dividing  them  into  three  classes,  each  consisting  of  one-third  of  the 
whole  number  of  the  Board  of  Directors.  The  Directors  of  the  first  class 
shall  be  elected  for  a  term  of  one  year;  the  Directors  of  the  second 
class  for  a  term  of  two  years;  and  the  Directors  of  the  third  class  for 
a  term  of  three  years;  and  at  each  annual  election  the  successors  to  the 
class  of  Directors  whose  terms  shall  expire  in  that  year  shall  be  elected 
to  hold  office  for  the  term  of  years,  so  that  the  term  of  office  of  one 
class  of  Directors  shall  expire  in  each  year. 

The  number  of  the  Directors  may  be  increased  as  may  be  provided  in 
the  by-laws.  In  case  of  any  increase  of  the  number  of  the  Directors 
the  additional  Directors  shall  be  elected  as  may  be  provided  in  the  by- 
laws, by  the  Directors  or  by  the  stockholders  at  an  annual  or  special 
meeting;  and  one-third  of  their  number  shall  be  elected  for  the  then 
unexpired  portion  of  the  term  of  the  Directors  of  the  first  class,  one- 
third  of  their  number  for  the  unexpired  portion  of  the  term  of  the 
Directors  of  the  second  class,  and  one-third  of  their  number  for  the 
unexpired  portion  of  the  term  of  the  Directors  of  the  third  class,  so 
that  each  class  of  Directors  shall  be  increased  equally. 

In  case  of  any  vacancy  in  any  class  of  Directors  through  death, 
resignation,  disqualification  or  other  cause,  the  remaining  Directors, 
by  affirmative  vote  of  a  majority  of  the  Board  of  Directors,  may  elect 
a  successor  to  hold  office  for  the  unexpired  portion  of  the  term  of  thje 
Director  whose  place  shall  be  vacant,  and  until  the  election  of  a  suc- 
cessor. 

The  Board  of  Directors  shall  have  power  to  hold  their  meetings  out- 
side of  the  State  of  New  Jersey  at  such  places  as  froni  time  to  time 
may  be  designated  by  the  by-laws  or  by  resolution  of  the  Board.  The 
by-laws  may  prescribe  the  number  of  Directors  necessary  to  constitute 
a  quorum  of  the  Board  of  Directors,  which  number  may  be  less  than 
a  majority  of  the  whole  number  of  the  Directors. 

Unless  authorized  by  votes  given  in  person  or  by  proxy  by  stock- 
holders holding  at  least  two-thirds  of  the  capital  stock  of  the  corpora- 
tion, which  is  represented  and  voted  upon  in  person  or  by  proxy  at  a 
meeting  specially  called  for  that  purpose  or  at  an  annual  meeting,  the 
Board  of  Directors  shall  not  mortgage  or  pledge  any  of  its  real  prop- 
erty, or  any  shares  of  the  capital  stock  of  any  other  corporation;  but 
this  prohibition  shall  not  be  construed  to  apply  to  the  execution  of  any 


136  APPENDIX. 

purchase-money  mortgage  or  any  other  purchase-money  lien.  As  author- 
ized by  the  Act  of  the  Legislature  of  the  State  of  New  Jersey,  passed 
March  22,  1901,  amending  the  17th  Section  of  the  Act  Concerning  Cor- 
porations (Revision  of  1896),  any  action  which  theretofore  required  the 
consent  of  the  holders  of  two-thirds  of  the  stock  at  any  meeting  after 
notice  to  them  given,  or  required  their  consent  in  writing  to  be  filed, 
may  be  taken  upon  the  consent  of,  and  the  consent  given  and  filed  by 
the  holders  of  two-thirds  of  the  stock  of  each  class  represented  at  such 
meeting  in  person  or  by  proxy. 

Any  oflEicer  elected  or  appointed  by  the  Board  of  Directors  may  be 
removed  at  any  time  by  the  affirmative  vote  of  a  majority  of  the  whole 
Board  of  Directors.  Any  other  officer  or  employe  of  the  company  may 
be  removed  at  any  time  by  vote  of  the  Board  of  Directors,  or  by  any 
committee  or  superior  oflScer  upon  whom  such  power  of  removal  may 
be  conferred  by  the  by-laws  or  by  vote  of  the  Board  of  Directors. 

The  Board  of  Directors,  by  the  affirmative  vote  of  a  majority  of  the 
whole  Board,  may  appoint  from  the  Directors  an  executive  committee, 
of  which  a  majority  shall  constitute  a  quorum;  and  to  such  extent  as 
shall  be  provided  in  the  by-laws,  such  committee  shall  have  and  may 
exercise  all  or  any  of  the  powers  of  the  Board  of  Directors,  including 
power  to  cause  the  seal  of  the  corporation  to  be  affixed  to  all  papers 
that  may  require  it. 

The  Board  of  Directors,  by  the  affirmative  vote  of  a  majority  of  the 
whole  Board,  may  appoint  any  other  standing  committees,  and  such 
standing  committees  shall  have  and  may  exercise  such  powers  as  shall 
be  conferred  or  authorized  by  the  by-laws. 

The  Board  of  Directors  may  appoint  not  only  other  officers  of  the 
company,  but  also  one  or  more  vice-presidents,  one  or  more  assistant 
treasurers,  and  one  or  more  assistant  secretaries;  and,  to  the  extent 
provided  in  the  by-laws,  the  persons  so  appointed  respectively  shall 
have  and  may  exercise  all  the  powers  of  the  President,  of  the  Treasurer 
and  of  the  Secretary,  respectively. 

The  Board  of  Directors  shall  have  power  from  time  [to  time]  to 
fix  and  to  determine  and  to  vary  the  amount  of  the  working  capital 
of  the  company;  and  to  direct  and  determine  the  use  and  disposition 
of  any  surplus  or  net  profits  over  and  above  the  capital  stock  paid  in; 
and  in  its  discretion  the  Board  of  Directors  may  use  and  apply  any 
such  surplus  or  accumulated  profits  in  purchasing  or  acquiring  its 
bonds  or  other  obligations,  or  shares  of  its  own  capital  stock,  to  such 
extent  and  in  such  manner  and  upon  such  terms  as  the  Board  of 
Directors  shall  deem  expedient;  but  shares  of  such  capital  stock  so 
purchased  or  acquired  may  be  resold,  unless  such  shares  shall  have 
been  retired  for  the  purpose  of  decreasing  the  company's  capital  stock 
as  provided  by  law. 

The  Board  of  Directors  from  time  to  time  shall  determine  whether 
and  to  what  extent,  and  at  what  times  and  places,  and  under  what 
conditions  and  regulations,  the  accounts  and  books  of  the  Corporation, 
or  any  of  them,  shall  be  open  to  the  inspection  of  the  stockholders. 


APPENDIX.  137 

and  no  stockholder  shall  have  any  right  to  inspect  any  account  or 
hook  or  document  of  the  Corporation,  except  as  conferred  by  statute 
or  authorized  by  the  Board  of  Directors,  or  by  a  resolution  of  the 
stockholders. 

Subject  always  to  by-laws  made  by  the  stockholders,  the  Board  of 
Directors  may  make  by-laws,  and,  from  time  to  time,  may  alter,  amend 
or  repeal  any  by-laws;  but  any  by-laws  made  by  the  Board  of  Directors 
may  be  altered  or  repealed  by  the  stockholders  at  any  annual  meeting, 
or  at  any  special  meeting,  provided  notice  of  such  proposed  alteration 
or  repeal  be  included  in  the  notice  of  the  meeting. 

In  Witness  Whereof,  we  have  hereunto  set  our  hands  and  seals  the 
23d  day  of  February,  1801. 

Charles  C.  Cluff,  [L.  S.] 

William  J.  Cuktis,  [L.  S.] 

Chaeles  MacVeagh.       [L.  S.] 

Signed,  sealed  and  delivered 
in  the  presence  of 

Francis  Lynde  Stetson, 
Victor  Morawetz. 

State  of  New  Jersey,  v  . 
County  of  Hudson:  /^^•• 
Be  it  remembered  that  on  this  23d  day  of  February,  1901,  before  the 
undersigned,  personally  appeared  Charles  C.  Cluff,  William  J.  Curtis, 
and  Charles  MacVeagh,  who,  I  am  satisfied,  are  the  persons  named  in 
and  who  executed  the  foregoing  certificate;  and  I  having  first  made 
known  to  them,  and  to  each  of  them,  the  contents  thereof,  they  did  each 
acknowledge  that  they  signed,  sealed  and  delivered  the  same  as  their 
voluntary  act  and  deed. 

Geo.  Holmes, 
Master  in  Chancery  of  New  Jersey. 
10  cent  Internal  revenue  stamp  cancelled. 

Endorsed.    "Received  in  the  Hudson  Co.,  N.  J.,  clerk's  office  Feb'y 

25th,  A.  D.  1901,  and  recorded  in  Clerk's  Record  No ,  on  page 

"Maurice  J.  Stack, 

"Clerk." 
Endorsed.  "Filed  Feb'y  25,  1901. 

"George  Wurts, 
"Secretary  of  State." 
[Indorsed  United  States  Steel  Corporation.     Amended  Certificate  of 
Incorporation  filed  in  office  of  Secretary  of  State  April  1,  1901.] 


138  APPENDIX. 


IX. 

BY-LAWS   OF  UmTED   STATES   STEEL  COKPOEA- 

TION.i 

ARTICLE   I. 

STOCKHOLDERS. 

Section  I.  Annual  Meeting.  A  meeting  of  the  stockholders  of  the 
company  shall  be  held  annually  at  the  principal  office  of  the  company 
in  the  State  of  New  Jersey,  at  twelve  o'clock  noon  on  the  third  Monday 
in  February  in  each  year,  if  not  a  legal  holiday,  and  if  a  legal  holiday 
then  on  the  next  succeeding  Monday  not  a  legal  holiday,  for  the 
purpose  of  electing  directors,  and  for  the  transaction  of  such  other 
business  as  may  be  brought  before  the  meeting. 

It  shall  be  the  duty  of  .the  Secretary  to  cause  notice  of  each  annual 
meeting  to  be  published  once  in  each  of  the  four  calendar  weeks  next 
preceding  the  meeting  in  at  least  one  newspaper  in  each  of  the  follow- 
ing places:  Jersey  City,  N.  J.,  New  York,  N.  Y.,  Chicago,  111.,  and 
Pittsburg,  Pa.  Nevertheless,  a  failure  to  publish  such  notice,  or  any 
irregularity  in  such  notice,  or  in  the  publication  thereof  shall  not 
affect  the  validity  of  any  annual  meeting,  or  of  any  proceedings  at  any 
such  meeting. 

Sec.  2.  Special  Meetings.  Special  meetings  of  the  stockholders  may 
be  held  at  the  principal  office  of  the  company  in  the  State  of  New 
Jersey,  whenever  called  in  writing,  or  by  vote,  by  a  majority  of  the 
Board  of  Directors. 

Notice  of  each  special  meeting,  indicating  briefly  the  object  or  objects 
thereof,  shall  by  the  Secretary  be  published  once  in  each  of  the  four 
calendar  weeks  next  preceding  the  meeting  in  at  least  one  newspaper 
in  each  of  the  following  places:  Jersey  City,  N.  J.,  New  York,  N.  Y., 
Chicago,  111.,  and  Pittsburg,  Pa.  Nevertheless  if  all  the  stockholders 
shall  waive  notice  of  a  special  meeting,  no  notice  of  such  meeting  shall 
be  required;  and  whenever  all  the  stockholders  shall  meet  in  person 
or  by  proxy,  such  meeting  shall  be  valid  for  all  purposes  without  call 
or  notice,  and  at  such  meeting  any  corporate  action  may  be  taken. 

Sec.  3.  Quorum.  At  any  meeting  of  the  stockholders  the  holders 
of  one-third  of  all  of  the  shares  of  the  capital  stock  of  the  company, 
present  in  person  or  represented  by  proxy,  shall  constitute  a  quorum 
of  the  stockholders  for  all  purposes,  unless  the  representation  of  a 
larger  number  shall  be  required  by  law,  and,  in  that  case,  the  repre- 
sentation of  the  number  so  required,  shall  constitute  a  quorum. 

If  the   holders  of  the  amount  of  stock  necessary  to  constitute  a 

J  Printed  from  copy  sent  by  J.  P.  Morgan  &  Co.  For  Analysis  and 
Contents  see  By-laws  in  the  index. 


1 


APPENDIX.  139 

quorum  shall  fall  to  attend  In  person  or  by  proxy  at  the  time  and 
place  fixed  by  these  by-laws  for  an  annual  meeting,  or  fixed  by  notice 
as  above  provided  for  a  special  meeting  called  by  the  Directors,  a 
majority  in  interest  of  the  stockholders  present  in  person  or  by  proxy 
may  adjourn,  from  time  to  time,  without  notice  other  than  by  announce- 
ment at  the  meeting,  until  holders  of  the  amount  of  stock  requisite 
to  constitute  a  quorum  shall  attend.  At  any  such  adjourned  meeting 
at  which  a  quorum  shall  be  present  any  business  may  be  transacted 
which  might  have  been  transacted  at  the  meeting  as  originally  notified. 

Sec.  4.  Organization.  The  President,  and  in  his  absence,  the  Chair- 
man of  the  Executive  Committee,  shall  call  meetings  of  the  stock- 
holders to  order,  and  shall  act  as  Chairman  of  such  meetings.  The 
Board  of  Directors  may  appoint  any  stockholder  to  act  as  Chairman  of 
any  meeting  in  the  absence  of  the  President  and  of  the  Chairman  of 
the  Executive  Committee. 

The  Secretary  of  the  company  shall  act  as  Secretary  at  all  meetings 
of  the  stockholders;  but  in  the  absence  of  the  Secretary  at  any  meet- 
ing of  the  stockholders  the  presiding  oflicer  may  appoint  any  person 
to  act  as  Secretary  of  the  meeting. 

Sec.  5.  Voting.  At  each  meeting  of  the  stockholders  every  stock- 
holder shall  be  entitled  to  vote  in  person,  or  by  proxy  appointed  by 
instrument  in  writing,  subscribed  by  such  stockholder  or  by  his  duly 
authorized  attorney,  and  delivered  to  the  Inspectors  at  the  meeting; 
and  he  shall  have  one  vote  for  each  share  of  stock  standing  registered 
in  his  name  at  the  time  of  the  closing  of  the  transfer  books  for  said 
meeting.  The  votes  for  Directors,  and,  upon  demand  of  any  stock- 
holder, the  votes  upon  any  question  before  the  meeting,  shall  be  by 
ballot. 

At  each  meeting  of  the  stockholders  a  full,  true  and  complete  list, 
in  alphabetical  order,  of  all  of  the  stockholders  entitled  to  vote  at 
such  meeting,  and  indicating  the  number  of  shares  held  by  each, 
certified  by  the  Secretary  or  by  the  Treasurer,  shall  be  furnished. 
Only  the  persons  in  whose  names  shares  of  stock  stand  on  the  books 
of  the  company  at  the  time  of  the  closing  of  the  transfer  books  for 
such  meeting,  as  evidenced  by  the  list  of  stockholders  so  furnished, 
shall  be  entitled  to  vote  in  person  or  by  proxy  on  the  shares  so  stand- 
ing in  their  names. 

Prior  to  any  meeting,  but  subsequent  to  the  time  of  closing  the 
transfer  books  for  such  meeting,  any  proxy  may  submit  his  powers 
of  attorney  to  the  Secretary,  or  to  the  Treasurer,  for  examination. 
The  certificate  of  the  Secretary,  or  of  the  Treasurer,  as  to  the  regularity 
of  such  powers  of  attorney,  and  as  to  the  number  of  shares  held  by 
the  persons  who  severally  and  respectively  executed  such  powers  of 
attorney  shall  be  received  as  prima  facie  evidence  of  the  number  of 
shares  represented  by  the  holder  of  such  powers  of  attorney  for  the 
purpose  of  establishing  the  presence  of  a  quorum  at  such  meeting,  and 
of  organizing  the  same  and  for  all  other  purposes. 

Sec.  6.    Inspectors.     At  each  meeting  of  the  stockholders  the  polls 


140  APPENDIX. 

shall  be  opened  and  closed;  the  proxies  and  ballots  shall  be  received 
and  be  taken  in  charge;  and  all  questions  touching  the  qualification 
of  voters  and  the  validity  of  proxies,  and  the  acceptance  or  rejection 
of  votes  shall  be  decided  by  three  Inspectors.  Such  Inspectors  shall 
be  appointed  by  the  Board  of  Directors  before  or  at  the  meeting,  or, 
if  no  such  appointment  shall  have  been  made,  then  by  the  presiding 
officer  at  the  meeting.  If  for  any  reason  any  of  the  Inspectors  pre- 
viously appointed  shall  fail  to  attend  or  refuse  or  be  unable  to  serve. 
Inspectors  in  place  of  any  so  failing  to  attend,  or  refusing  or  unable 
to  attend,  shall  be  appointed  in  like  manner. 

ARTICLE   II. 

BOABD  OF  DIRECTOKS. 

Section  1.  Number,  classification  and  term  of  office.  The  business 
and  the  property  of  the  company  shall  be  managed  and  controlled  by 
the  Board  of  Directors. 

As  provided  in  the  Certificate  of  Incorporation,  the  Directors  shall 
be  classified  in  respect  of  the  time  for  which  they  shall  severally  hold 
office,  by  dividing  them  into  three  classes,  each  class  consisting  of 
one-third  of  the  whole  number  of  the  Board  of  Directors.  The 
Directors  of  the  first  class  shall  be  elected  for  a  term  of  one  year;  the 
Directors  of  the  second  class  shall  be  elected  for  a  term  of  two  years; 
and  the  Directors  of  the  third  class  shall  be  elected  for  a  term  of  three 
years.  At  each  annual  election,  the  successors  to  the  Directors  of  the 
class  whose  terms  shall  expire  in  that  year,  shall  be  elected  to  hold 
office  for  the  term  of  three  years,  so  that  the  term  of  office  of  one 
class  of  Directors  shall  expire  in  each  year. 

The  number  of  Directors  shall  be  twenty-four,  but  the  number  of 
Directors  may  be  altered  from  time  to  time  by  the  alteration  of  these 
by-laws. 

In  case  of  any  increase  of  the  number  of  Directors,  the  additional 
Directors  shall  be  elected  by  the  Directors  then  in  office;  one-third  of 
such  additional  Directors  for  the  unexpired  portion  of  the  term  of  one 
year;  one- third  for  the  unexpired  portion  of  the  term  of  two  years, 
and  one-third  for  the  unexpired  portion  of  the  term  of  three  years,  so 
that  each  class  of  Directors  shall  be  increased  equally. 

Every  Director  shall  be  a  holder  of  at  least  one  share  of  the  capital 
stock  of  the  company.  Each  Director  shall  serve  for  the  term  for 
which  he  shall  have  been  elected,  and  until  his  successor  shall  have 
been  duly  chosen. 

At  all  elections  of  the  Directors,  the  polls  shall  remain  open  for  at 
least  one  hour,  unless  every  registered  owner  of  shares  has  sooner 
voted  in  person  or  by  proxy,  or  in  writing  has  waived  the  statutory 
provision. 

Sec.  2.  Vacancies.  In  case  of  any  vacancy  in  the  Directors  of  any 
class  through  death,  resignation,  disqualification  or  other  cause,  the 
remaining  Directors,  by  affirmative  vote  of  a  majority  thereof,  may 


APPENDIX.  141 

elect  a  successor  to  bold  ofBce  for  the  unexpired  portion,  of  the  term  of 
the  Director  whose  place  shall  be  vacant,  and  until  the  election  of  his 
successor. 

Such  vacancy  shall  be  filled  upon  and  after  nominations  therefor 
shall  have  been  made  by  the  Finance  Committee. 

Sec.  3.  Place  of  Meeting,  etc.  The  Directors  may  hold  their  meet- 
ings, and  may  have  an  oflBce  and  keep  the  books  of  the  company  (except 
as  otherwise  may  be  provided  for  by  law)  in  such  place  or  places  in 
the  State  of  New  Jersey  or  outside  of  the  State  of  New  Jersey  as  the 
Boar^  from  tihie  to  time  may  determine. 

Sec.  4.  Regular  Meetings.  Regular  meetings  of  the  Board  of 
Directors  shall  be  held  monthly  on  the  first  Tuesday  of  each  month, 
if  not  a  legal  holiday,  and  if  a  legal  holiday,  then  on  the  next  succeed- 
ing Tuesday,  not  a  legal  holiday.  No  notice  shall  be  required  for  any 
such  regular  monthly  meeting  of  the  Board. 

Sec.  5.  Special  Meetings.  Special  meetings  of  the  Board  of  Directors 
shall  be  held  whenever  called  by  the  President,  or  by  one-third  of  the 
Directors  for  the  time  being  in  oflBce. 

The  Secretary  shall  give  notice  of  each  special  meeting  by  mailing 
the  same  at  least  two  days  before  the  meeting  or  by  telegraphing  the 
same  at  least  one  day  before  the  meeting  to  each  Director;  but  such 
notice  may  be  waived  by  any  Director.  At  any  meeting  at  which  every 
Director  shall  be  present,  even  though  without  any  notice,  any  business 
may  be  transacted. 

Sec.  6.  Quorum.  A  majority  of  the  Board  of  Directors  shall  consti- 
tute a  quorum  for  the  transaction  of  business;  but,  if  at  any  meeting 
of  the  Board,  there  be  less  than  a  quorum  present,  a  majority  of  those 
present  may  adjourn  the  meeting  from  time  to  time. 

The  affirmative  vote  of  at  least  two-fifths  of  all  the  Directors  for  the 
time  being  in  office  shall  be  necessary  for  the  passage  of  any  resolu- 
tion. 

Sec.  8.  Order  of  Business.  At  meetings  of  the  Board  of  Directors 
business  shall  be  transacted  in  such  order  as,  from  time  to  time,  the 
Board  may  determine  by  resolution. 

At  all  meetings  of  the  Board  of  Directors,  the  President,  or  in  his 
absence  the  Chairman  of  the  Executive  Committee,  or  in  the  absence 
of  both  of  these  officers  the  Chairman  of  the  Finance  Committee  shall 
preside. 

Sec.  9.  Contracts.  Inasmuch  as  the  Directors  of  this  company  are 
men  of  large  and  diversified  business  interests,  and  are  likely  to  be 
connected  with  other  corporations  with  which  from  time  to  time  this 
company  must  have  business  dealings,  no  contract  or  other  transaction 
between  this  company  and  any  other  corporation  shall  be  afi'ected  by 
the  fact  that  Directors  of  this  company  are  interested  in,  or  are 
directors  or  officers  of,  such  other  corporation  if,  at  the  meeting  of  the 
Board,  or  of  the  committee  of  this  company  making,  authorizing  or 
confirming  such  contract  or  transaction,  there  shall  be  present  a 
quorum  of  Directors  not  so  interested;    and  any  Director  individually 


143  APPENDIX. 

may  be  a  party  to,  or  may  be  interested  in,  any  contract  or  transaction 
of  this  company,  prdvided  that  such  contract  or  transaction  shall  be 
approved  or  be  ratified  by  the  aflarmative  vote  of  at  least  ten  Directors 
not  so  interested. 

The  Board  of  Directors  in  its  discretion  may  submit  any  contract  or 
act  for  approval  or  ratification  at  any  annual  meeting  of  the  stock- 
holders, or  at  any  meeting  of  the  stockholders  called  for  the  purpose 
of  considering  any  such  act  or  contract,  and  any  contract  or  act  that 
shall  be  approved  or  be  ratified  by  the  vote  of  the  holders  of  a  majority 
of  the  capital  stock  of  the  company  which  is  represented  in  person 
or  by  proxy  at  such  meeting  (provided  that  a  lawful  quorum  of  stock- 
holders be  there  represented  in  person  or  by  proxy)  shall  be  as  valid 
and  as  binding  upon  the  Corporation  and  upon  all  the  stockholders  as 
though  it  had  been  approved  or  ratified  by  every  stockholder  of  the 
Corporation. 

Sec.  10.  Compensation  of  Directors.  For  his  attendance  at  any 
meeting  of  the  Board  of  Directors,  or  of  any  committee  of  the  Board, 
every  Director  shall  receive  an  allowance  of  ten  cents  for  every  mile 
travelled  by  him  for  attendance  at  such  meeting,  and  also  the  sum  of 
twenty  dollars  for  attendance  at  each  meeting.  The  same  mileage 
allowance  shall  be  made  to  any  oflicer  who  by  direction  of  the  Board, 
or  of  the  President,  shall  attend  any  such  meeting. 

ARTICLE  III. 

EXECUTIVE    COMMITTEE   AND   FINANCE  COMMITTEE. 

Section  1.  The  Board  of  Directors  shall  elect  from  the  Directors  an 
Executive  Committee  and  a  Finance  Committee;  and  shall  designate 
for  each  of  those  committees  a  Chairman,  who  shall  continue  to  be 
Chairman  of  the  committee  during  the  pleasure  of  the  Board  of 
Directors. 

The  Board  of  Directors  shall  fill  vacancies  in  the  Executive  Com- 
mittee or  in  the  Finance  Committee  by  election  from  the  Directors; 
and  at  all  times  it  shall  be  the  duty  of  the  Board  of  Directors  to  keep 
the  membership  of  each  of  such  committees  full,  with  due  regard  to 
the  qualifications  for  such  membership  indicated  in  this  article  of  the 
by-laws. 

All  action  by  the  Executive  Committee,  or  by  the  Finance  Committee 
shall  be  reported  to  the  Board  of  Directors  at  its  meeting  next  suc- 
ceeding such  action,  and  shall  be  subject  to  revision  or  alteration  by 
the  Board  of  Directors;  provided  that  no  rights  or  acts  of  third  parties 
shall  be  affected  by  any  such  revision  or  alteration. 

The  Executive  Committee  and  the  Finance  Committee  eacjj  shall  fix 
its  own  rules  of  proceeding,  and  shall  meet  where  and  as  provided  by 
such  rules,  or  by  resolution  of  the  Board  of  Directors,  but  in  every 
case  the  presence  of  a  majority  shall  be  necessary  to  constitute  a 
quorum. 


APPENDIX,  143 

In  every  case  the  affirmative  vote  of  a  majority  of  all  of  the  mem- 
bers of  the  committee  shall  be  necessary  to  its  adoption  of  any 
resolution. 

The  Chairman  and  each  of  the  members  of  the  Executive  Committee, 
shall  receive  such  compensation  for  their  services  as  from  time  to  time 
shall  be  fixed  by  the  Finance  Committee  and  be  approved  by  the  Board 
of  Directors. 

Sec.  2.  The  Executive  Committee  shall  consist  of  six  members 
besides  the  President,  and  the  Chairman  of  the  Finance  Committee, 
each  of  whom,  by  virtue  of  his  office,  shall  be  a  member  of  the 
Executive  Committee.  So  far  as  practicable  each  of  the  six  elected 
members  of  the  Executive  Committee  shall  be  a  person  having,  or, 
having  had,  personal  experience  in  the  conduct  of  one  or  the  other  of 
the  branches  of  manufacture  or  mining,  or  of  transportation  in  which 
the  company  is  interested;  and,  so  far  as  practicable,  the  six  elected 
members  shall  be  taken  equally  from  the  three  classes  of  Directors. 
Unless  otherwise  ordered  by  the  Board  of  Directors  each  elected  mem- 
ber of  the  Executive  Committee  shall  continue  to  be  a  member  thereof 
until  the  expiration  of  his  term  of  office  as  a  Director. 

During  the  intervals  between  the  meetings  of  the  Board  of  Directors, 
the  Executive  Committee  shall  possess,  and  may  exercise,  all  the 
powers  of  the  Board  of  Directors  in  the  management  and  direction  of 
the  manufacturing,  mining  and  transportation  operations  of  the  com- 
pany, and  of  all  other  business  and  affairs  (except  the  matters  herein- 
after assigned  to  the  Finance  Committee)  in  such  manner  as  the 
Executive  Committee  shall  deem  best  for  the  interests  of  the  company, 
in  all  cases  in  which  specific  directions  shall  not  have  been  given  by 
the  Board  of  Directors. 

During  the  intervals  between  the  meetings  of  the  Executive  Com- 
mittee the  Chairman  thereof  shall  possess,  and  may  exercise,  such  of 
the  powers  vested  in  the  Executive  Committee  as  from  time  to  time 
may  be  conferred  upon  him  by  resolution  of  the  Board  of  Directors, 
or  of  the  Executive  Committee. 

Sec.  3.  The  Finance  Committee  shall  consist  of  four  members, 
besides  the  President,  and  the  Chairman  of  the  Executive  Committee, 
each  of  whom,  by  virtue  of  his  office,  shall  be  a  member  of  the  Finance 
Committee.  So  far  as  practicable  each  of  the  four  elected  members 
of  the  Finance  Committee  shall  be  a  person  of  experience  in  matters  of 
finance;  and  so  far  as  practicable  the  four  elected  members  shall  be 
taken  equally  from  the  three  classes  of  Directors.  Unless  otherwise 
ordered  by  the  Board  of  Directors,  each  elected  member  of  the  Finance 
Committee  shall  continue  to  be  a  member  thereof  until  the  expiration 
of  his  term  of  office  as  a  Director. 

The  J'inance  Committee  shall  have  special  and  general  charge  and 
control  yju  all  financial  affairs  of  the  company.  The  General  Counsel, 
the  Treasurer,  the  Auditor  and  the  Secretary,  and  their  respective 
offices  shall  be  under  the  direct  control  and  supervision  of  the  Finance 
Ckmimittee. 


144  APPENDIX. 

During  the  intervals  between  the  meetings  of  the  Board  of  Directors, 
the  Finance  Committee  shall  possess,  and  may  exercise,  all  the  powers 
of  the  Board  of  Directors  in  the  management  of  the  financial  affairs 
of  the  company,  including  its  purchases  of  property,  and  the  execution 
of  legal  instruments  with  or  without  the  corporate  seal  in  such  man- 
ner as  said  committee  shall  deem  to  be  best  for  the  interests  of  the 
company,  in  all  cases  in  which  specific  directions  shall  not  have  been 
given  by  the  Board  of  Directors. 

During  the  intervals  between  the  meetings  of  the  Finance  Com- 
mittee, and  subject  to  its  review,  the  chairman  thereof  shall  possess, 
and  may  exercise  any  of  the  powers  of  the  committee  except  as  from 
time  to  time  shall  be  otherwise  provided  by  resolution  of  the  Board  of 
Directors,  or  of  the  Finance  Committee,  but  not  of  the  Executive 
Committee. 

Except  as  otherwise  provided  by  the  by-laws,  or  by  resolution  of  the 
Board  of  Directors,  all  salaries  and  compensations  paid  or  payable  by 
the  company  shall  be  fixed  by  the  Finance  Committee. 

No  Director  shall  become  a  salaried  employee  of  the  company  except 
by  special  vote  of  the  Finance  Committee. 

ARTICLE  IV. 

OFFICERS. 

Section  1.  Officers.  The  executive  officers  of  the  company  shall  be  a 
President,  a  Vice-President,  or  more  than  one  Vice-President,  a  General 
Counsel,  a  Treasurer,  a  Secretary  and  an  Auditor,  all  of  whom  shall 
be  elected  by  the  Board  of  Directors. 

The  Board  of  Directors  may  appoint  such  other  officers  as  they  shall 
deem  necessary,  who  shall  have  such  authority  and  shall  perform  such 
duties  as  from  time  to  time  may  be  prescribed  by  the  Board  of 
Directors. 

The  powers  and  duties  of  the  Treasurer  and  Secretary  may  be  exer- 
cised and  performed  by  the  same  person. 

In  its  discretion  the  Board  of  Directors  by  the  vote  of  a  majority 
thereof  may  leave  unfilled  for  any  such  period  as  it  may  fix  by  resolu- 
tion, any  office  except  those  of  President,  Treasurer,  Secretary  and 
Auditor. 

All  oflScers  and  agents  shall  be  subject  to  removal  at  any  time  by  the 
affirmative  vote  of  a  majority  of  the  whole  Board  of  Directors.  All 
oflicers,  agents  and  employes,  other  than  officers  appointed  by  the 
Board  of  Directors,  shall  hold  office  at  the  discretion  of  the  committee 
or  of  the  officer  appointing  them. 

The  Finance  Committee  shall  have  power  to  suspend  the  General 
Counsel,  the  Treasurer,  the  Secretary  or  the  Auditor,  and  to  remove 
any  one  in  the  department  of  the  General  Counsel,  of  the  Treasurer, 
of  the  Secretary  or  of  the  Auditor.  The  Executive  Committee  shall 
have  power  to  remove  all  officers,  agents  and  employes  of  the  com- 


APPENDIX.  145 

pany,  except  officers  elected  or  appointed  by  the  Board  of  Directors, 
and  except  officers,  agents  and  employes  in  the  department  of  the 
Treasurer,  of  the  Secretary,  of  the  General  Counsel  or  of  the  Auditor. 

Sec.  2.  Powers  and  Duties  of  the  President.  The  President  shall 
preside  at  all  meetings  of  the  stockholders,  and  of  the  Board  of 
Directors,  and  by  virtue  of  his  office  he  shall  be  a  member  (but  not 
Chairman)  of  the  Executive  Committee  and  of  the  Finance  Committee. 
Subject  to  the  Executive  Committee,  he  shall  have  general  charge  of 
the  business  of  the  company,  including  manufacturing,  mining  and 
transportation,  may  sign  and  execute  all  authorized  bonds,  contracts 
or  other  obligations  in  the  name  of  the  company,  and  with  the  Treas- 
urer or  an  Assistant  Treasurer  may  sign  all  certificates  of  the  shares 
in  the  capital  stock  of  the  company.  He  shall  do  and  perform  such 
other  duties  as  from  time  to  time  may  be  assigned  to  him  by  the 
Board  of  Directors. 

Sec.  3.  Vice-Presidents.  The  Board  of  Directors  may  appoint  a 
Vice-President  or  more  than  one  Vice-President.  Each  Vice-President 
shall  have  such  powers,  and  shall  perform  such  duties  as  may  be 
assigned  to  him  by  the  Board  of  Directors. 

Sec.  4.  The  General  Counsel.  The  General  Counsel  shall  be  the 
chief  consulting  officer  of  the  company  in  all  legal  matters,  and,  sub- 
ject to  the  Board  of  Directors  and  the  Finance  Committee,  shall  have 
general  control  of  all  matters  of  legal  import  concerning  the  company. 

Sec.  5.  Powers  and  Duties  of  Treasurer.  The  Treasurer  shall  have 
custody  of  all  the  funds  and  securities  of  the  company  which  may 
have  come  into  his  hands;  when  necessary  or  proper  he  shall  endorse 
on  behalf  of  the  company  for  collection,  checks,  notes  and  other  obli- 
gations and  shall  deposit  the  same  to  the  credit  of  the  company  in  such 
bank  or  banks  or  depositary  as  the  Board  of  Directors  or  the  Finance 
Committee  may  designate;  he  shall  sign  all  receipts  and  vouchers 
for  payments  made  to  the  company;  jointly  with  such  other  officer  as 
may  be  designated  by  the  Finance  Committee  he  shall  sign  all  checks 
made  by  the  company,  and  shall  pay  out  and  dispose  of  the  same  under 
the  direction  of  the  Board  or  of  the  Finance  Committee;  he  shall  sign, 
with  the  President,  or  such  other  person  or  persons  as  may  be  desig- 
nated for  the  purpose  by  the  Board  of  Directors  or  the  Finance  Com- 
mittee, all  bills  of  exchange  and  promissory  notes  of  the  company;  he 
may  sign,  with  the  President  or  a  Vice-President,  all  certificates  of 
shares  in  the  capital  stock;  whenever  required  by  the  Board  of 
Directors  or  by  the  Finance  Committee  he  shall  render  a  statement  of 
his  cash  account;  he  shall  enter  regularly,  in  books  of  the  company 
to  be  kept  by  him  for  the  purpose,  full  and  accurate  account  of  all 
moneys  received  and  paid  by  him  on  account  of  the  company;  he 
shall,  at  all  reasonable  times,  exhibit  his  books  and  accounts  to  any 
Director  of  the  company  upon  application  at  the  office  of  the  company 
during  business  hours;  and  he  shall  perform  all  acts  incident  to  the 
position  of  Treasurer,  subject  to  the  control  of  the  Board  of  Directors 


10 


146  APPENDIX. 

or  of  the  Finance  Committee.  By  virtue  of  his  office  the  Treasurer 
shall  be  Assistant  Secretary. 

He  shall  give  a  bond  for  the  faithful  discharge  of  his  duties  In  such 
sum  as  the  Board  of  Directors  or  the  Finance  Committee  may  require. 

Sec.  6.  Assistant  Treasurers.  The  Board  of  Directors  or  the  Finance' 
Committee  may  appoint  an  Assistant  Treasurer  or  more  than  one 
Assistant  Treasurer.  Each  Assistant  Treasurer  shall  have  such  powers 
and  shall  perform  such  duties  as  may  be  assigned  to  him  by  the  Board 
of  Directors,  or  by  the  Finance  Committee. 

Sec.  7.  Powers  and  Duties  of  Secretary,  The  Secretary  shall  keep 
the  minutes  of  all  meetings  of  the  Board  of  Directors,  and  the  minutes 
of  all  meetings  of  the  stockholders,  and  also  (unless  otherwise  directed 
by  the  Finance  Committee)  the  minutes  of  all  committees  In  books 
provided  for  that  purpose;  he  shall  attend  to  the  giving  and  serving  of 
all  notices  of  the  company;  he  may  sign  with  the  President  in  the 
name  of  the  company  all  contracts  authorized  by  the  Board  of  Directors, 
or  by  the  Finance  Committee,  and,  when  so  ordered  by  the  Board  of 
Directors  or  the  Finance  Committee,  he  shall  affix  the  seal  of  the  com- 
pany thereto;  he  shall  have  charge  of  the  certificate  books,  transfer 
books  and  stock  ledgers,  and  such  other  books  and  papers  as  the  Board 
of  Directors  or  the  Finance  Committee  may  direct,  all  of  which  shall, 
at  all  reasonable  times,  be  open  to  the  examination  of  any  Director, 
upon  application  at  the  office  of  the  company  during  business  hours; 
and  he  shall  in  general  perform  all  the  duties  incident  to  the  office 
of  Secretary,  subject  to  the  control  of  the  Board  of  Directors,  and  of 
the  Finance  Committee.  By  virtue  of  his  office  the  Secretary  shall  be 
Assistant  Treasurer. 

Sec.  8.  Assistant  Secretaries.  The  Board  of  Directors  or  the  Finance 
Committee  may  appoint  one  Assistant  Secretary  or  more  than  one 
Assistant  Secretary.  Each  Assistant  Secretary  shall  have  such  powers 
and  shall  perform  such  duties  as  may  be  assigned  to  him  by  the 
Board  of  Directors,  or  by  the  Finance  Committee. 

Sec.  9.  Auditor.  The  Auditor  shall  be  the  principal  officer  in  charge 
of  the  accounts  of  the  company;  and  shall  perform  such  duties  as  from 
time  to  time  may  be  assigned  to  him  by  the  Board  of  Directors  or  the 
Finance  Committee. 

Sec.  10.  Voting  upon  Stocks.  Unless  otherwise  ordered  by  the  Board 
of  Directors,  or  by  the  Finance  Committee,  the  Chairman  of  the  Finance 
Committee  or  the  Chairman  of  the  Executive  Committee  shall  have  full 
power  and  authority  in  behalf  of  the  company  to  attend  and  to  act 
and  to  vote  at  any  meetings  of  stockholders  of  any  corporation  in  which 
the  company  may  hold  stock,  and  at  any  such  meeting  shall  possess 
and  may  exercise  any  and  all  the  rights  and  powers  incident  to  the 
ownership  of  such  stock  and  which,  as  the  owner  thereof,  the  company 
might  have  possessed  and  exercised  if  present.  The  Board  of  Directors 
or  the  Finance  Committee,  by  resolution,  from  time  to  time,  may  confer 
like  powers  upon  any  other  person  or  persons. 


APPENDIX.  147 

ARTICLE   V. 

CAPITAL   STOCK — SEAL. 

Section  1.  Certv/lcates  of  Shares.  The  certificates  for  shares  of  the 
capital  stock  of  the  company  shall  be  in  such  form,  not  inconsistent 
with  the  certificate  of  incorporation,  as  shall  be  prepared  or  be  approved 
by  the  Board  of  Directors.  The  certificates  shall  be  signed  by  the 
President  or  a  Vice-President,  and  also  by  the  Treasurer  or  an  Assistant 
Treasurer. 

All  certificates  shall  be  consecutively  numbered.  The  name  of  the 
person  ov/ning  the  shares  represented  thereby,  with  the  number  of 
such  shares  and  the  date  of  issue,  shall  be  entered  on  the  company's 
books. 

No  certificate  shall  be  valid  unless  it  be  signed  by  the  President  or  a 
Vice-President,  and  by  the  Treasurer  or  an  Assistant  Treasurer. 

All  certificates  surrendered  to  the  company  shall  be  canceled,  and 
no  new  certificate  shall  be  issued  until  the  former  certificate  for  the 
same  number  of  shares  of  the  same  class  shall  have  been  surrendered 
and  canceled. 

Sec.  2.  Transfer  of  Shares.  Shares  in  the  capital  stock  of  the  com- 
pany shall  be  transferred  only  on  the  books  of  the  company  by  the 
holder  thereof  in  person,  or  by  his  attorney,  upon  surrender  and  can- 
cellation of  certificates  for  a  like  number  of  shares. 

Sec.  3.  Regulations.  The  Board  of  Directors,  and  the  Finance  Com- 
mittee also,  shall  have  power  and  authority  to  make  all  such  rules  and 
regulations  as  respectively  they  may  deem  expedient  concerning  the 
issue,  transfer  and  registration  of  certificates  for  shares  of  the  capital 
stock  of  the  company. 

The  Board  of  Directors  or  the  Finance  Committee  may  appoint  a 
Transfer  Agent  and  a  Registrar  of  Transfers,  and  may  require  all  stock 
certificates  to  bear  the  signature  of  such  Transfer  Agent  and  of  such 
Registrar  of  Transfers. 

Sec.  4.  Closing  of  Transfer  Books.  The  stock  transfer  books  shall 
be  closed  for  the  meetings  of  the  stockholders,  and  for  the  payment  of 
dividends,  during  such  periods  as  from  time  to  time  may  be  fixed  by 
the  Board  of  Directors  or  by  the  Finance  Committee,  and  during  such 
periods  no  stock  shall  be  transferable. 

Sec.  5.  Dividends.  The  Board  of  Directors  may  declare  dividends 
from  the  surplus  or  net  profits  of  the  company  over  and  above  the 
amount  which  from  time  to  time  may  be  fixed  by  the  Board  as  the 
amount  to  be  reserved  as  working  capital. 

The  dates  for  the  declaration  of  dividends  upon  the  preferred  stock, 
and  upon  the  common  stock  of  the  company  shall  he  the  days  by  these 
bjMaws  fixed  for  the  regular  monthly  meetings  of  the  Board  of 
Directors  in  the  months  of  April,  July,  October  and  January  in  each 
year,  on  which  days  the  Board  of  Directors,  in  its  discretion,  shall 


148  APPENDIX. 

declare  what,  if  any,  dividends  shall  be  declared  upon  the  preferred 
stock,  and  the  common  stock,  or  either  of  such  stocks. 

The  dividends  on  the  preferred  stock  shall  be  payable  quarterly  on 
the  fourth  Wednesday  next  after  the  several  dates  of  the  declaration 
thereof. 

Sec.  6.  Working  Capital.  The  Directors  shall  not  be  required  in 
January  in  each  year,  after  reserving  over  and  above  its  capital  stock 
paid  in  as  a  working  capital  for  said  Corporation,  such  sum,  if  any,  as 
shall  have  been  fixed  by  the  stockholders  to  declare  a  dividend  among 
its  stockholders  of  the  whole  of  its  accumulated  profits  exceeding  the 
amount  so  reserved,  and  pay  the  same  to  such  stockholders  on  demand ; 
but  the  Board  of  Directors  may  fix  a  sum  which  may  be  set  aside  or 
reserved,  over  and  above  the  company's  capital  paid  in,  as  a  working 
capital  for  the  company,  and  from  time  to  time  they  may  increase, 
diminish  and  vary  the  same  in  their  absolute  judgment  and  discretion. 

Sec.  7.  Corporate  Seal.  The  Board  of  Directors  shall  provide  a 
suitable  seal,  containing  the  name  of  the  company,  which  seal  shall  be 
in  charge  of  the  Secretary,  if  and  when  so  directed  by  the  Board  of 
Directors  or  by  the  Finance  Committee.  A  duplicate  of  the  seal  may 
be  kept  and  used  by  the  Treasurer  or  by  any  Assistant  Secretary  or 
Assistant  Treasurer. 

ARTICLE.  VI. 

AMENDMENTS. 

Section  1.  The  Board  of  Directors  shall  have  power  to  make,  amend 
and  repeal  the  by-laws  of  the  company,  by  vote  of  a  majority  of  all  of 
the  Directors,  at  any  regular  or  special  meeting  of  the  Board,  pro- 
vided, that  notice  of  intention  to  make,  amend  or  repeal  the  by-laws  in 
whole  or  in  part  shall  have  been  given  at  the  next  preceding  meeting; 
or  without  any  such  notice,  by  a  vote  of  two-thirds  of  all  of  the 
Directors. 


APPENDIX.  149 


CHAETEK  OF  THE  CAENEGIE  COMPANY.^ 

ARTICLE  I.    The  corporate  name  is  The  Carnegie  Company. 

ARTICLE  II.  The  objects  for  which  the  corporation  is  established 
are: 

To  mine,  prepare  for  market,  market  and  transport  coal,  iron,  steel 
and  all  mineral  substances. 

To  manufacture,  buy,  sell,  deal  in  and  deal  with  iron,  steel,  and  all 
other  metals  and  metallic  compounds,  coke  and  coal,  and  all  the  prod- 
ucts and  by-products  thereof. 

To  promote,  construct,  provide,  acquire,  carry  out,  maintain,  improve, 
manage,  develop,  control,  take  on  lease  or  agreement,  sell,  lease,  let, 
license  to  use,  work,  use  and  dispose  of  any  roads,  sidings,  railways 
(outside  of  New  Jersey),  pipe  lines,  quays,  wharves,  docks,  bridges, 
reservoirs,  canals,  watercourses,  hydraulic  works,  gas  works,  gas  wells, 
electrical  works,  mills,  factories,  furnaces,  warehouses,  shops,  buildings, 
dwellings  for  employees  and  others,  and  all  other  works  and  conven- 
iences. 

To  construct,  lease,  own,  operate  or  sell  transportation  line  or  lines, 
by  land  or  water,  in  any  state  or  country,  subject  to  the  laws  of  such 
state  or  country,  either  directly  or  through  the  ownership  of  stock  of 
any  corporation. 

The  company  shall  have  express  power  to  hold,  purchase,  or  other- 
wise acquire,  to  sell,  assign,  transfer,  mortgage,  pledge  or  otherwise 
dispose  of  shares  of  the  capital  stock,  bonds,  debentures  or  other  evi- 
dences of  indebtedness  created  by  any  other  corporation  or  corporations, 
and  while  the  owner  thereof  to  exercise  all  the  rights  and  privileges  of 
ownership,  including  the  right  to  vote  thereon. 

As  subsidiary  objects  and  powers  the  company  may: 

Manufacture,  purchase  or  otherwise  acquire  goods,  wares,  merchan- 
dise and  personal  property  of  every  class  and  description,  and  hold, 
own,  sell  or  otherwise  dispose  of,  trade,  deal  in  and  deal  with  the  same. 

Acquire  and  undertake  the  goodwill,  property,  rights,  franchises  and 
assets  of  every  kind,  and  the  liabilities  of  any  person,  firm,  association 
or  corporation,  either  wholly  or  partly,  and  pay  for  the  same  in  cash, 
stock  or  bonds  of  the  company,  or  otherwise. 

Enter  into,  make,  perform  and  carry  out  contracts  of  every  sort  and 
kind,  with  any  person,  firm,  association,  corporation,  private,  public  or 
municipal,  or  body  politic,  and  with  the  government  of  the  United 
States,  or  any  state,  territory,  or  colony  thereof,  or  any  foreign  gov- 
ernment; purchase,  lease,  or  otherwise  acquire  any  and  all  rights, 
privileges,  permits  or  franchises  suitable  or  convenient  in  the  judgment 
of  the  Directors  for  any  of  the  purposes  of  its  business. 

Issue  warrants,  bonds,  debentures  and  other  negotiable  or  transfer- 

1  Printed  from  copy  sent  by  James  B.  Dill.  For  Analysis  and  Con- 
tents see  Charter  in  the  index. 


150  APPENDIX. 

able  instruments,  and  secured  by  mortgage,  or  otherwise,  for  sucb 
amounts  as  shall  from  time  to  time  seem  advisable. 

Guarantee  the  payment  of  dividends,  or  interest,  on  any  shares  or 
stocks,  bonds,  debentures  or  other  securities  or  obligations  of  this,  or 
any  other  company,  whenever,  in  the  judgment  of  the  Board  of  Direct- 
ors, proper  or  necessary  for  the  business  of  the  company. 

Apply  for,  obtain,  register,  purchase,  or  otherwise  acquire  and  hold, 
own,  use,  operate,  introduce  and  sell,  assign  or  otherwise  dispose  of 
any  and  all  trade  marks,  formulae,  secret  processes,  trade  names  and 
distinctive  marks,  and  all  inventions,  improvements  and  processes  used 
in  connection  with  or  secured  under  letters  patent  or  otherwise,  of  the 
United  States  or  of  any  other  country,  and  any  governmental  grants 
or  concessions;  and  use,  exercise,  develop,  grant  licenses  in  respect  of, 
or  otherwise  turn  to  account  any  and  all  such  trade  marks,  patents, 
licenses,  concessions,  processes  and  the  like,  or  any  such  property, 
rights  and  information  so  acquired. 

If,  and  to  the  extent  permitted  by  the  local  laws  of  each  state  and 
foreign  country  where  the  property  may  be  situated,  and  subject  always 
to  such  local  laws,  the  company  may  cause  or  allow  the  legal  title, 
estate  and  interest  in  any  property  or  business  acquired,  established 
or  carried  on  by  the  company  to  remain  or  be  vested,  or  registered 
in  the  name  of  or  carried  on  by  an  individual,  or  by  any  other  company 
or  companies,  foreign  or  domestic,  formed  or  to  be  formed,  and  either 
upon  trust  for,  or  as  agents  or  nominees  of  this  company,  or  upon  any 
other  terms  o.'  conditions  which  the  Board  of  Directors  may  consider 
for  the  benefit  of  this  company,  and  manage  the  affairs,  or  take 
over  and  carry  on  the  business  of  such  company  or  companies  so 
formed  or  to  be  formed,  either  by  acquiring  the  shares,  stocks  or 
other  securities  thereof,  or  otherwise  howsoever,  and  exercise  all  or 
any  of  the  powers  of  holders  of  shares,  stocks  or  securities  thereof, 
and  receive  and  distribute  as  profits  the  dividends  and  interests  on 
such  shares,  stocks  or  securities. 

Conduct  business,  have  one  or  more  offices,  and  purchase,  mortgage, 
lease  and  convey  real  and  personal  property,  or  any  estate  or  interest 
therein,  in  any  part  of  the  world,  but  always  subject  to  the  local  laws. 

Subject  to  the  provisions  of  law,  the  company  may  purchase  or 
otherwise  acquire,  hold  and  re-issue  the  shares  of  its  capital  stock. 

In  General,  but  in  connection  with  the  foregoing,  the  company  may 
carry  on  any  other  business,  whether  manufacturing  or  mining,  or 
otherwise,  and  have  and  exercise  all  the  powers  conferred  by  the 
laws  of  New  Jersey  upon  corporations  formed  under  the  Act  herein- 
after referred  to;  it  being  hereby  expressly  provided  that  the  foregoing 
enumeration  of  specific  powers  shall  not  be  held  to  limit  or  restrict 
in  any  manner  the  general  powers  of  the  company. 

ARTICLE  III.  The  company  shall  be  authorized  to  issue  capital 
stock  to  the  extent  of  one  hundred  and  sixty  million  dollars  ($160,- 
000,000),  divided  into  shares  of  the  par  value  of  one  thousand  dollars 
each. 


APPENDIX.  151 

ARTICLE  IV.  In  furtherance,  and  not  in  limitation  of  the  powers 
conferred  by  statute,  the  Board  of  Directors  are  expressly  authorized: 

(1)  To  hold  their  meetings,  to  have  one  or  more  offices,  and  to 
keep  the  books  of  the  company  within  or  without  the  State  of  New 
Jersey,  at  such  places  as  may  be  from  time  to  time  designated  by  them; 
but  the  company  shall  always  keep  at  its  principal  and  registered 
office  in  New  Jersey  a  transfer  book  in  which  the  transfers  of  stock 
can  be  made,  entered  and  registered,  and  also  a  stock  book  containing 
the  names  and  addresses  of  the  stockholders,  and  the  number  of  shares 
held  by  them  respectively,  which  said  transfer  book  and  stock  book 
shall  be  at  all  times  during  business  hours  open  to  the  inspection  of 
the  stockholders  in  person. 

(2)  To  determine  from  time  to  time  whether,  and,  if  allowed,  when 
and  under  what  conditions  and  regulations  the  accounts  and  books  of 
the  company  (other  than  the  stock  and  transfer  books),  or  any  of 
them,  shall  be  open  to  the  inspection  of  the  stockholders,  and  the 
stockholders'  rights  in  this  respect  are  and  shall  be  restricted  or 
limited  accordingly. 

(3)  To  make,  alter,  amend  and  rescind  the  By-Laws  of  this  com- 
pany, to  fix  the  amount  to  be  reserved  as  working  capital,  to  authorize 
and  cause  to  be  executed  mortgages  and  liens  upon  the  real  and  per- 
sonal property  of  the  company,  provided  always,  that  a  majority  of 
the  whole  Board  concur  therein. 

(4)  With  the  consent  in  writing  and  pursuant  also  to  the  affirma- 
tive vote  of  the  holders  of  a  majority  of  the  stock  issued  and  out- 
standing, at  a  stockholders'  meeting  duly  called  for  that  purpose,  to 
sell,  assign,  transfer,  or  otherwise  dispose  of  the  property  of  the 
company  as  an  entirety,  provided  always,  that  a  majority  of  the 
whole  Board  concur  therein. 

(5)  By  a  resolution  passed  by  a  majority  vote  of  the  whole  Board, 
under  suitable  provision  of  the  By-Laws,  to  designate  two  or  more 
of  their  number  to  constitute  an  Executive  Committee,  which  Com- 
mittee shall,  for  the  time  being,  as  provided  in  said  resolution,  or  in 
the  By-Laws,  have  and  exercise  all  the  powers  of  the  Board  of 
Directors  which  may  be  lawfully  delegated  in  the  management  of  the 
business  and  affairs  of  the  company,  and  shall  have  power  to  authorize 
the  seal  of  the  company  to  be  affixed  to  all  papers  which  may  require  it. 

The  company  may  use  and  apply  its  surplus  earnings  or  accumu- 
lated profits  authorized  by  law  to  be  reserved  to  the  purchase  or 
acquisition  of  property,  and  to  the  purchase  or  acquisition  of  its  own 
capital  stock  from  time  to  time,  to  such  extent  and  in  such  manner, 
and  upon  such  terms  as  its  Board  of  Directors  shall  determine;  and 
neither  the  property  nor  the  capital  stock  so  purchased  and  acquired, 
nor  any  of  its  capital  stock  taken  in  payment  or  satisfaction  of  any 
debt  due  to  the  company,  shall  be  regarded  as  profits  for  the  purpose 
of  declaration  or  payment  of  dividends,  unless  otherwise  determined 
by  a  majority  of  the  Board  of  Directors,  or  a  majority  of  the  stock- 
holders. 

ARTICLE  V.    The  principal  and  registered  office  of  the  company  is 


152 


APPENDIX. 


at  No.  525  Main  Street,  East  Orange,  New  Jersey;  and  the  New  Jersey 
Registration  &  Trust  Company  is  designated  as  the  agent  therein,  in 
charge  thereof,  and  upon  whom  process  against  this  Company  may 
be  served. 

In  Accordance  with  an  Act  of  the  Legislature  of  the  State  of  New 
Jersey  entitled  "An  Act  Concerning  Corporations"  (Revision  of  1896), 
and  the  Acts  amendatory  thereof  and  supplemental  thereto,  for  the 
purpose  of  forming  a  corporation  of  unlimited  duration  to  do  business 
both  within  and  without  the  State  of  New  Jersey,  the  undersigned 
do  respectively  subscribe  for  the  capital  stock  with  which  the  company 
will  begin  business,  amounting  to  one  hundred  and  sixty  million  dol- 
lars ($160,000,000),  and  do  agree  to  take  the  number  of  shares  set 
opposite  our  respective  names  and  have  accordingly  signed  this  cer- 
tificate and  affixed  our  seals  hereto: 

NO.  OF  SHARES 
POST  OFFICE  ADDRESS  TAKEN  BY  EACH 
OF  THE  SUBSCRIBERS.      SUBSCBIBEB. 

5  W.  51st  St.,  N.  Y.  City,      86,379 


NAME 


Andrew  Carnegie,  (l.s. 

Henry  Phipps,  (l.s. 

Henry  C.  Frick,  (l.s. 

Charles  M.  Schwab,  (l.s. 

William  H.  Singer,  (l.s. 

Lawrence  C.  Phipps,  (l.s. 

Francis  T.  F.  Lovejoy,  (l.s. 

Thos.  Morrison,  (l.s. 

D.  M.  Clemson,  (l.s. 

James  Gayley,  (l.s. 

Andrew  M.  Moreland,  (l.s. 

John  Walker,  (l.s. 

Wm.  W.  Blackburn,  (l.s. 

Geo.  E.  McCague,  (l.s. 

James  Scott,  (l.s. 

William  E.  Corey,  (l.s. 

Joseph  E.  Schwab,  (l.s. 

Thos.  Lynch,  (l.s. 

Henry  P.  Bope,  (l.s. 

Lewis  T.  Brown,  (l.s. 

G.  B.  Bosworth,  (l.s. 

David  G.  Kerr,  (l.s. 

Homer  J.  Lindsay,  (l.s. 

Hampden  E.  Tener,  Jr.,  (l.s. 

George  Megrew,  (l.s. 

Gibson  D.  Packer,  (l.s. 

Wm.  B.  Dickson,  (l.s. 

Albert  C.  Case,  (l.s. 
Sylvanus  L.  Schoonmaker,  (l.s. 

Azor  R.  Hunt,  (l.s. 

P.  Toesten  Berg,  (l.s. 

Alva  C.  Dinkey,  (l.s. 

Charles  McCreery,  (l.s. 

Charles  W.  Baker,  (l.s. 

JosiAH  Ggden  Hoffman,  (l.s. 

10  cent  internal  revenue  staimp  cancelled. 
Witness,  as  to  the  foregoing  signatures, 

James  B.  Dill,  Solicitor. 

27  Pine  Street,  New  York  City. 
Dated,  March  22d.  1900. 


Pittsburg,  Pa., 

17,226 

Pittsburg,  Pa., 

15,484 

Braddock,  Pa., 

18,929 

Alleghany,  Pa., 

2,829 

Pittsburg,  Pa., 

2,653 

Pittsburg,  Pa., 

7,024 

Braddock,  Pa., 

884 

Pittsburg,  Pa., 

884 

Pittsburg,  Pa., 

884 

Pittsburg,  Pa., 

810 

Alleghany,  Pa., 

703 

Pittsburg,  Pa., 

442 

Pittsburg,  Pa., 

442 

Pittsburg,  Pa., 

442 

Munhall,  Pa., 

442 

Duquesne,  Pa., 

442 

Greensburg,  Pa., 

326 

Pittsburg,  Pa., 

295 

Pittsburg,  Pa., 

295 

Pittsburg,  Pa., 

176 

Pittsburg,  Pa., 

147 

Pittsburg,  Pa., 

147 

Pittsburg,  Pa., 

147 

Pittsburg,  Pa., 

147 

Pittsburg,  Pa., 

147 

Pittsburg,  Pa., 

147 

Pittsburg,  Pa., 

147 

Plainfield,  N.  J., 

95 

Munhall,  Pa., 

74 

Munhall,  Pa., 

74 

Munhall,  Pa., 

74 

Duquesne,  Pa., 

74 

New  York, 

147 

Philadelphia,  Pa., 

442 

APPENDIX.  153 

State  op  New  Yobk,     f 
County  of  New  Yobk,  \     * 

Be  it  Remembebed,  that  on  this  2 2d  day  of  March,  A.  D.  nineteen 
hundred,  before  me  personally  appeared  Andrew  Carnegie,  who  I  am 
satisfied  is  one  of  the  persons  named  in  and  who  executed  the  foregoing 
certificate,  and  I  having  first  made  known  to  him  the  contents  thereof, 
he  did  acknowledge  that  he  signed,  sealed  and  delivered  the  same  as 
his  voluntary  act  and  deed. 

James  B.  Dill, 
Master  in  Chancery  of  New  Jersey, 


Commonwealth  of  Pennsylvania,  \ 

County  of  Alleghany,  /     ' 

Be  it  Remembebed,  that  on  this  twenty-third  day  of  March,  A.  D. 
nineteen  hundred,  before  me  personally  appeared  Henry  Phipps,  Henry 
C.  Frick,  Charles  M.  Schwab,  William  H.  Singer,  Lawrence  C.  Phipps, 
Francis  T.  F.  Lovejoy,  Thos.  Morrison,  D.  M.  Clemson,  James  Gayley, 
Andrew  M.  Moreland,  John  Walker,  Wm.  W.  Blackburn,  Geo.  E.  Mc- 
Cague,  James  Scott,  V/illiam  E.  Corey,  Joseph  E.  Schwab,  Thos.  Lynch, 
Henry  P.  Bope,  Lewis  T,  Brown,  G.  B.  Bosworth,  David  G.  Kerr,  Homer 
J.  Lindsay,  Hampden  E.  Tener,  Jr.,  Geo.  Megrew,  Gibson  D.  Packer, 
Wm.  B.  Dickson,  Albert  C.  Case,  Sylvanus  L.  Schoonmaker,  Azor  R. 
Hunt,  P.  Toesten  Berg,  Alva  C.  Dinkey,  Charles  McCreery,  Charles  W. 
Baker  and  Josiah  Ogden  Hoffman,  whom  I  am  satisfied  are  all  the  per- 
sons named  in  and  who  executed  the  foregoing  certificate,  except 
Andrew  Carnegie,  and  I  having  first  made  known  to  them  the  contents 
thereof,  they  did  each  acknowledge  that  they  signed,  sealed  and  de- 
livered the  same  as  their  voluntary  act  and  deed. 

James  B.  Dill, 
Master  in  Chancery  of  New  Jersey. 

Registered   March   24th,    1900.     New   Jersey   Registration   &   Trust 

Company,  Registered  Agent. 

H.  D.  MiLLEB,  Secretary. 

Received  in  the  Clerk's  Office  of  the  County  of  Essex,  on  the  24th  day 
of  March,  A.  D.  1900,  and  recorded  in  Book  19  of  Incorporated  Business 
Companies  for  said  County,  Page  115. 

William  O.  Kuebleb,  Clerk. 
Indorsed  "Filed,  Mar.  24,  1900. 

Geoege  Wubts,  Secretary  of  State." 


STATE    OF    NEW    JERSEY. 

Depabtment  of  State. 

I,  Geobge  Wubts,  Secretary  of  State  of  the  State  of  New  Jersey,  do 
hereby  certify  that  the  foregoing  is  a  true  copy  of  the  Certificate  of 
Incorporation  of  The  Carnegie  Company  and  the  endorsements  thereon. 


154  APPENDIX. 

as  the  same  is  taken  from  and  compared  with  the  original  filed  in  my 
office  on  the  24th  day  of  March,  A.  D.  1900,  and  now  remaining  on  file 
therein. 

In  Testimony  Whereof,  I  have  hereunto  set  my 
[SEAL.]  hand  and  affixed  my  Official  Seal,  at  Trenton  this 

24th  day  of  March,  A.  D.  1900. 

George  Wurts, 
Secretary  of  State. 


APPENDIX.  155 


XI. 


BY-LAWS    OF    THE    CARNEGIE    COMPANY.^ 

Adopted  by  the  Stockholders  March  27,  1900. 
TITLE. 

1.  The  title  of  the  Corporation  is  "The  Carnegie  Company." 

OFFICES. 

2.  The  principal  oflSce  shall  be  and  be  registered  with  the  New 
Jersey  Registration  &  Trust  Company,  525  Main  Street,  East  Orange, 
New  Jersey. 

The  company  may  also  have  an  office  in  the  city  of  Pittsburg,  and 
also  offices  at  such  other  places  as  the  Board  of  Directors  may  appoint. 

SEAL. 

3.  The  corporate  seal  of  the  company  shall  have  inscribed  thereon 
the  name  of  the  corporation,  the  year  of  its  creation,  and  the  words 
"Corporate  Seal,  New  Jersey." 

DIRECTORS. 

4.  The  property  and  business  of  the  corporation  shall  be  managed 
by  a  Board  of  Directors,  eleven  in  number,  chosen  from  the  stock- 
holders; they  shall  hold  office  for  one  year  and  until  others  are  elected 
and  qualify  in  their  stead.  The  number  of  Directors  may  be  increased 
or  decreased  by  the  affirmative  vote  of  the  holders  of  a  majority  of 
the  stock  at  any  annual  meeting  of  the  stockholders. 

VACANCIES. 

5.  If  the  office  of  any  Director,  or  of  the  President,  Vice-Presidents, 
Secretary  or  Treasurer,  one  or  more,  becomes  vacant  by  reason  of 
death,  resignation,  disqualification  or  otherwise,  the  remaining 
Directors,  if  not  less  than  a  quorum,  by  a  majority  vote,  may  elect  or 
appoint  a  successor  or  successors,  who  shall  hold  office  for  the  unex- 
pired term. 

QUORUM   AT    STOCKHOLDERS'    MEETINGS. 

6.  A  majority  in  amount  of  the  stock  issued  and  outstanding, 
represented  by  the  holders  in  person  or  by  proxy,  shall  be  requisite 
at  any  meeting  of  stockholders  to  constitute  a  quorum  for  the  election 
of  Directors  or  for  the  transaction  of  other  business. 

ANNUAL   MEETING. 

7.  The  annual  meeting  of  the  stockholders,  after  the  year  1900,  shall 
be  held  on  the  first  Monday  in  April  of  each  year,  at  the  registered 

1  Printed  from  copy  sent  by  James  B.  Dill.  For  Analysis  and  Con- 
tents see  By-laws,  in  the  index. 


166  APPENDIX. 

office  of  the  company  in  New  Jersey,  at  10  o'clock  a.  m.,  when  they 
shall  elect  by  a  plurality  vote,  by  ballot,  the  aforesaid  Directors  to 
serve  for  one  year  and  until  their  successors  are  elected  or  chosen  and 
qualify. 

Each  stockholder  shall  be  entitled  to  one  vote,  and  no  more,  in  person 
or  by  proxy,  for  each  share  of  stock  standing  registered  in  his  or  her 
name,  on  the  twentieth  day  preceding  the  election,  exclusive  of  the  day 
of  such  election,  and  not  otherwise. 

No  share  of  stock  shall  be  voted  at  any  election  which  shall  have  been 
transferred  on  the  books  of  the  company  or  issued  within  twenty  days 
next  preceding  such  election. 

Notice  of  the  annual  meeting  shall  be  published  in  a  newspaper  in 

the  city  of  Pittsburg,  and  in  the  county  of  Essex,  New  Jersey,  once  a 

week  for  two  weeks  during  the  month  of  March  next  preceding  the 

meeting. 

INSPECTORS    OF   ELECTION. 

8.  Such  election  shall  be  conducted  by  two  inspectors,  who  may  or 
may  not  be  stockholders,  appointed  by  the  presiding  officer  of  the 
meeting,  which  inspectors  shall  be  duly  sworn  and  shall  in  writing 
certify  to  the  returns;  but  no  person  who  is  a  candidate  for  the  office 
of  Director  shall  act  as  Inspector  or  Judge  at  such  election. 

SPECIAL  MEETINGS   OF   STOCKHOLDERS. 

9.  Special  meetings  of  the  stockholders  may  be  called  by  the  Presi- 
dent, and  shall  be  called  at  the  request  in  writing  to  the  President  of  or 
by  vote  of  a  majority  of  the  Board  of  Directors,  or  at  the  request  in 
writing  by  stockholders  of  record  owning  a  majority  in  amount  of  the 
entire  capital  stock  of  the  company. 

Notice  of  the  time,  place  and  object  of  meeting  shall  be  sent  to  each 
stockholder  of  record  at  least  two  days,  exclusive  of  the  day  of  mail- 
ing, before  the  date  of  meeting,  at  such  address  as  appears  on  the 
stock  book  of  the  company,  or  if  no  address  be  given  therein,  to  the 
last  address  of  such  stockholder  known  to  the  Registered  Agent. 

CHAIRMAN   OF   STOCKHOLDERS'    MEETINGS. 

10.  All  meetings  of  the  stockholders  shall  be  called  to  order  and 
presided  over  by  the  President,  or,  in  his  absence,  by  one  of  the  Vice- 
Presidents  in  their  relative  order  of  appointment,  or  in  their  absence, 
by  the  Secretary,  or  if  he  be  absent  by  the  Treasurer,  and  if  none  of 
them  be  present,  by  a  chairman  appointed  by  the  stockholders. 

VOTING   AT    STOCKHOLDERS'    MEETINGS. 

11.  Voting  upon  all  questions  at  all  meetings  of  the  stockholders 
shall  be  by  shares  of  stock,  and  not  per  capita. 

ORDER   OF  BUSINESS  AT   STOCKHOLDERS'   MEETINGS. 

12.  As  far  as  consistent  with  the  purpose  of  the  meeting,  the  follow- 
ing order  of  business  shall  be  observed  at  all  meetings  of  the  stock- 
holders: 


APPENDIX.  157 

Roll  call; 

A  quorum  being  present: 
Reading  of  minutes  of  preceding  meeting  and  action  thereon; 
Reports  of  officers  and  committees  as  called  for  by  the  presiding 
officer; 

Election  of  Directors; 
Unfinished  business; 
New  business. 

FIRST    MEETING    OF    DIRECTORS    AFTER    ELECTION. 

13.  After  the  election  of  the  Directors,  the  newly  elected  Board  shall 
meet  at  such  place  and  time  as  shall  be  fixed  by  the  vote  of  the  stock- 
holders at  the  annual  meeting,  for  the  purpose  of  organization  and 
otherwise,  and  no  notice  of  such  meeting  shall  be  necessary  to  the 
newly  elected  Directors  in  order  to  legally  constitute  the  meeting;  pro- 
vided a  majority  of  the  whole  Board  shall  be  present. 

At  the  said  meeting  the  Board  shall  elect,  by  ballot,  a  President  and 
one  or  more  Vice-Presidents,  in  their  respective  orders,  from  their 
own  number. 

The  Board  of  Directors  shall  also  annually  appoint  at  such  meeting 
a  Secretary  and  a  Treasurer,  and  may  appoint  one  or  more  Assistant 
Secretaries  and  Assistant  Treasurers,  who  need  not  be  members  of 
the  Board,  who  shall  hold  office  during  the  pleasure  of  the  Board,  but 
who  shall  not  be  appointed  for  a  longer  period  than  a  term  of  one  year. 

Excepting  always  the  President  and  the  Vice-Presidents,  all  such 
appointed  officers  shall  be  subject  to  removal  by  the  Board  at  any  time, 
and  with  or  without  cause,  provided  a  majority  of  the  Board  shall  agree 

thereon. 

REGULAR  MEETINGS  OF  BOARD. 

14.  Regular  meetings  of  the  Board  shall  be  held  without  notice  on 
the  first  Tuesday  of  each  month  in  the  year  at  the  office  of  the  com- 
pany in  Pittsburg,  Pennsylvania,  at  12:30  p.  m.,  or,  by  order  of  the 
Board  of  Directors,  elsewhere  on  a  day  and  at  an  hour  to  be  fixed  by 
the  Board. 

QUORUM  AT  MEETINGS  OF  BOARD. 

15.  A  majority  of  the  whole  Board  of  Directors  shall  be  necessary 
at  all  meetings  to  constitute  a  quorum  for  the  transaction  of  any  busi- 
ness, except  to  adjourn. 

SPECIAL   MEETINGS    OF    BOARD. 

16.  Special  meetings  of  the  Board  may  be  called  by  the  President 
on  one  day's  notice  to  each  Director,  either  personally  or  by  wire; 
special  meetings  may  be  called  in  like  manner  and  on  like  notice,  on 
the  written  request  of  three  members  of  the  Board. 

DIRECTORS    MAY   MEET   OUT    OF   NEW   JERSEY. 

17.  The  Directors  may  hold  their  meetings  and  have  one  or  more 
offices,  and  keep  the  books  of  the  company,  as  provided  in  the  Certlfl- 


158  APPENDIX. 

cate  of  Incorporation,  outside  of  the  State  of  New  Jersey,  at  the  city  of 
Pittsburg,  or  at  such  other  places  as  they  may  from  time  to  time 
determine. 

GENERAL    POWERS    OF   DIRECTORS. 

18.  The  Board  of  Directors  shall  have  the  management  of  the  busi- 
ness of  the  company,  and,  in  addition  to  the  powers  and  authorities 
by  these  by-laws  expressly  conferred  upon  them,  may  exercise  all  such 
powers  and  do  all  such  acts  and  things  as  may  be  exercised  and  done 
by  the  corporation,  but  subject,  nevertheless,  to  the  provisions  of  the 
statute,  of  the  charter  and  of  these  by-laws,  and  to  any  regulations 
from  time  to  time  made  by  the  stockholders;  provided  that  no  regu- 
lations so  made  shall  invalidate  any  prior  act  of  the  Directors  which 
would  have  been  valid  if  such  regulations  had  not  been  made. 

SPECIFIC    POWERS   OF   DIRECTORS. 

19.  Without  prejudice  to  the  general  powers  conferred  by  the  last 
preceding  clause,  and  the  other  powers  conferred  by  the  charter  and  by 
these  by-laws,  it  is  hereby  expressly  declared  that  the  Board  of 
Directors  shall  have  the  following  powers,  that  is  to  say: 

From  time  to  time  to  make  and  change  rules  and  regulations  not 
inconsistent  with  these  by-laws  for  the  management  of  the  company's 
business  and  affairs. 

To  purchase  or  otherwise  acquire  for  the  company,  any  property, 
rights  or  privileges  which  the  company  is  authorized  to  acquire,  at 
such  price  and  on  such  terms  and  conditions  and  for  such  considera- 
tion as  they  shall  from  time  to  time  see  fit. 

At  their  discretion  to  pay  for  any  property  or  rights  acquired  by  the 
company,  either  wholly  or  partly,  in  money  or  in  stocks,  bonds,  deben- 
tures or  other  securities  of  the  company. 

To  create,  make  and  issue  mortgages,  bonds,  deeds  of  trust,  trust 
agreements  and  negotiable  or  transferable  instruments  and  securities, 
secured  by  mortgage  or  otherwise,  and  to  do  every  other  act  and  thing 
necessary  to  effectuate  the  same. 

To  appoint  and  at  their  discretion  to  remove  or  suspend  such 
subordinate  officers,  agents  or  servants,  permanently  or  temporarily, 
as  they  may  from  time  to  time  think  fit,  and  to  determine  their 
duties,  and  fix,  and  from  time  to  time  change,  their  salary  or  emolu- 
ments, and  to  require  security  in  such  instances  and  in  such  amounts 
as  they  think  fit. 

To  confer  by  resolution  upon  any  appointed  officer  of  the  company 
the  right  to  choose,  remove  or  suspend  such  subordinate  officers,  agents 
or  servants. 

To  appoint  any  person  or  persons  to  accept  and  hold  in  trust  for 
the  company  any  property  belonging  to  the  company,  or  in  which  it  is 
interested,  or  for  any  other  purpose,  and  to  execute  and  do  all  such 
duties  and  things  as  may  be  requisite  in  relation  to  any  such  trust. 

To  determine  who  shall  be  authorized  on  the  company's  behalf  to 


APPENDIX.  159 

sign  bills,  notes,  receipts,  acceptances,  endorsements,  checks,  releases, 
contracts  and  documents. 

From  time  to  time  to  provide  for  the  management  of  the  affairs  of 
the  company,  at  home  or  abroad,  in  such  manner  as  they  see  fit,  and, 
in  particular,  from  time  to  time,  to  delegate  any  of  the  powers  of  the 
Board  in  the  course  of  the  current  business  of  the  company  to  any 
committee,  officer  or  agent,  and  to  appoint  any  persons  to  be  the  agents 
of  the  company,  with  such  powers  (including  the  power  to  sub-dele- 
gate), and  upon  such  terms  as  may  be  thought  fit. 

COMPENSATION   OP   DIRECTORS. 

20.  Directors,  as  such,  shall  not  receive  any  stated  salary  for  their 
services  as  Directors,  but,  by  resolution  of  the  Board,  a  fixed  sum  and 
expenses  of  attendance,  if  any,  may  be  allowed  for  attendance  at  each 
regular  or  special  meeting  of  the  Board;  provided,  that  nothing 
herein  contained  shall  be  construed  to  preclude  any  Director  from 
serving  the  company  in  any  other  capacity  and  receiving  compensation 
therefor. 

Members  of  special  or  standing  committees  may  be  allowed  like  com- 
pensation for  attending  committee  meetings. 

THE   PRESIDENT. 

21.  It  shall  be  the  duty  of  the  President  to  preside  at  all  meetings 
of  the  Board  of  Directors  and  stockholders;  to  have  general  and  active 
management  of  the  business  of  the  company;  to  see  that  all  orders 
and  resolutions  of  the  Board  are  carried  into  effect;  to  execute  all  its 
stocks,  bonds,  mortgages  and  other  contracts  requiring  a  seal,  under  the 
seal  of  the  company;  to  keep  in  safe  custody  the  seal  of  the  company, 
and,  when  authorized  by  the  Board,  to  affix  the  seal  to  any  instrument 
requiring  the  same,  which  seal  shall  always  be  attested  by  the  signa- 
ture of  the  President,  and  of  the  Secretary  or  the  Treasurer.  He  may 
sign  certificates  of  stock. 

He  shall  have  general  superintendence  and  direction  of  all  the  other 
officers  of  the  company,  and  shall  see  that  their  duties  are  properly 
performed. 

He  shall  submit  a  report  of  the  operations  of  the  company  for  the 
year,  and  a  statement  of  its  affairs  on  the  31st  day  of  December  to  the 
Directors  at  their  regular  meeting  in  February,  and  to  the  stockholders 
at  the  annual  meeting  in  April  of  each  year,  and  from  time  to  time 
shall  report  to  the  Board  all  matters  within  his  knov/ledge,  which  the 
interests  of  the  company  may  require  to  be  brought  to  their  notice. 

He  shall  be  ex  officio  a  member  of  all  standing  committees,  and  shall 
have  the  general  powers  and  duties  of  supervision  and  management 
usually  vested  in  the  office  of  the  President  of  a  corporation. 

He  shall,  in  a  general  way,  be  familiar  with  and  exercise  supervision 
over  the  affairs  of  the  other  corporations  in  which  this  corporation  may 
be  interested. 

He  shall  freely  consult  and  advise  with  the  chairman  of  the  various 


160  APPENDIX. 

committees,  and  with  the  various  committees,  in  relation  to  the  busi- 
ness and  interests  of  the  corporation. 

THE   VICE-PRESIDENTS. 

22.  The  Vice-Presidents  shall  be  vested  with  the  powers  and  re- 
quired to  perform  the  duties  of  the  President  in  his  absence  as  herein- 
after provided.  The  Vice-Presidents  may  sign  certificates  of  stock, 
and  shall  perform  such  other  duties  as  may  be  prescribed  by  the  Board 
of  Directors. 

SECRETARY. 

23.  The  Secretary  shall  keep  full  minutes  of  all  meetings  of  the 
stockholders  and  the  Directors;  he  shall  be  ex  officio  Secretary  of  the 
Board  of  Directors;  he  shall  attend  all  sessions  of  the  Board,  shall 
act  as  clerk  thereof,  and  record  all  votes  and  the  minutes  of  all  pro- 
ceedings in  a  book  to  be  kept  for  that  purpose;  and  shall  perform  like 
duties  for  the  standing  committees  when  required.  He  shall  give,  or 
cause  to  be  given,  notice  of  all  meetings  of  the  stockholders  of  the 
company  and  of  the  Board  of  Directors,  and  shall  perform  such  other 
duties  as  may  be  prescribed  by  the  Board  of  Directors  or  President, 
under  whose  supervision  he  shall  be.  He  shall  be  sworn  to  the  faithful 
discharge  of  his  duty,  and  shall  give  such  bond  as  may  be  required  by 
the  Board  of  Directors. 

He  shall  have  general  supervision  over  the  accounting  department 
and  shall  be  assisted  by  an  Auditor. 

TREASURER. 

24.  The  Treasurer  shall  give  a  bond  in  such  sum  and  with  such 
security  and  in  such  form  as  shall  be  satisfactory  to  the  Board  of 
Directors  for  the  faithful  performance  of  the  duties  of  his  office,  and 
the  restoration  to  the  company,  in  case  of  his  death,  resignation,  or 
removal  from  office,  of  all  books,  papers,  vouchers,  money  or  other 
property  of  whatsoever  kind,  in  his  possession  belonging  to  the  corpora- 
tion, and  containing  such  other  provision  as  the  Directors  shall  see  fit. 

Certificates  of  stock,  when  signed  by  the  President  or  one  of  the 
Vice-Presidents,  shall  be  countersigned  by  the  Treasurer  or  one  of  the 
Assistant  Treasurers. 

He  shall  perform  such  other  duties  as  shall  be  determined  by  the 
Board  of  Directors. 

AUDITOR. 

25.  The  powers  and  duties  of  the  Auditor  shall  be  such  as  may  be 

designated  by  the  Board. 

COUNSEL. 

26.  The  Board  may  appoint  general  counsel,  who  shall  be  the  legal 
advisers  of  the  company. 

DUTIES  OF  OFFICERS  MAY  BE  DELEGATED. 

27.  In  case  of  the  absence  of  any  officer  of  the  company,  excepting 
the  President,  the  Board  of  Directors  may  delegate  the  powers  or  duties 


APPENDIX.  161 

of  such  officer  to  any  other  officer,  or  to  any  Director,  for  the  time 
being;    provided,  a  majority  of  the  entire  Board  concur  therein. 

TERM  OP   OFFICE. 

28.  Each  appointed  officer  shall  hold  his  office  during  the  pleasure 
of  the  Board,  unless  otherwise  specified  in  the  by-laws. 

TRANSFERS   OF   STOCK. 

29.  All  transfers  of  the  stock  of  the  corporation  shall  be  made  upon 
the  books  of  the  company  by  the  holder  of  the  shares  in  person,  or  by 
his  legal  representatives. 

No  transfer  of  stock  shall  be  made  within  ten  days  next  preceding 
the  day  appointed  for  paying  a  dividend. 

The  company  shall  be  entitled  to  treat  the  registered  holder  of  any 
share  as  the  absolute  owner  thereof,  and  accordingly  shall  not  be  bound 
to  recognize  any  equitable  or  other  claim  to,  or  interest  in,  such  share, 
on  the  part  of  any  other  person,  whether  or  not  it  shall  have  express 
or  other  notice  thereof,  save  as  expressly  provided  by  statute  of  New 
Jersey. 

CERTIFICATES   TO  BE   CANCELLED. 

30.  Certificates  of  stock  shall  be  surrendered  and  cancelled  at  the 
time  of  transfer. 

LOSS   OF   CERTIFICATE. 

81.  Any  person  claiming  a  certificate  or  evidence  of  stock  to  be 
issued  in  place  of  one  lost  or  destroyed,  shall  make  an  affidavit  or 
affirmation  of  that  fact  and  advertise  the  same  in  such  newspaper,  and 
for  such  space  of  time  as  the  Board  of  Directors  may  require,  describ- 
ing the  certificate,  and  shall  furnish  the  company  with  proof  of  the 
publication  by  the  affidavit  of  the  publisher  of  the  newspaper,  and  shall 
give  the  company  a  bond  of  indemnity  in  form  approved  by  the  Board, 
with  one  or  more  sureties  satisfactory  to  the  Board,  in  double  the  par 
value  of  such  certificate,  whereupon  the  President  and  Treasurer  may, 
one  month  after  the  termination  of  the  advertisement,  issue  a  new 
certificate  of  the  same  tenor  with  the  one  alleged  to  be  lost  or  destroyed, 
but  always  subject  to  the  approval  of  the  Board  of  Directors. 

INSPECTION  OF  BOOKS  AND  ACCOUNTS. 

32.  The  books,  accounts  and  records  of  the  company  shall  be  open 
to  inspection  by  any  member  of  the  Board  of  Directors  at  all  times; 
stockholders  may,  in  the  discretion  of  the  Board,  inspect  the  books 
of  the  company  at  such  reasonable  times  as  the  Board  of  Directors  may 
by  resolution  designate. 

HOLDINGS  OP  STOCK  IN  OTHER  COMPANIES. 

33.  No  shares  of  stock  held  by  this  company  in  any  company  whose 
property  or  stock  may  at  any  time  have  been  purchased  or  acquired 
by  this  company,  shall  be  sold  or  transferred,  except  in  aid  or  in  pur- 

11 


162  APPENDIX. 

suance  of  collateral  deeds  of  trust,  executed  as  security  for  a  portion  of 
the  purchase  price  of  any  such  stocks,  without  the  assent  of  a  majority 
in  interest  of  the  holders  of  all  the  capital  stock  issued  and  outstand- 
ing, expressed  in  writing  or  by  vote  at  a  stockholders'  meeting;  nor 
shall  this  company,  without  such  assent,  vote  or  authorize  the  voting 
of  any  such  stock  of  another  company  in  favor  of  the  creation  of 
any  bonded  or  mortgage  indebtedness  of  such  other  company,  but  a 
sufficient  number  of  shares  of  each  company  may  be  assigned  to  any 
persons  satisfactory  to  the  Board  of  Directors,  in  order  to  qualify  such 
persons  to  be  Directors  of  such  other  companies;  and  the  capital  stock 
of  any  such  company  shall  not  be  increased  or  decreased,  nor  the  stock 
held  by  this  company  be  voted  for  such  increase  or  decrease,  nor  be 
surrendered  or  exchanged  for  new  stock  of  such  company  without  the 
assent  of  a  majority  in  interest  of  the  holders  of  the  capital  stock  of  this 
company  issued  and  outstanding,  expressed  in  writing  or  by  vote  at  a 
stockholders'  meeting. 

The  Board  may  appoint  any  person  or  corporation  to  act  as  proxy 
or  attorney  in  fact  of  this  company  at  any  meeting  of  the  stockholders 
or  election  of  Directors  of  any  such  company  whose  stock  shall  be  held 
by  this  company. 

DIVIDENDS. 

34.  Dividends  on  the  capital  stock  of  the  company,  when  earned, 
may  be  declared  quarterly  at  the  regular  meetings  of  the  Board  of 
Directors  in  March,  June,  September  and  December  of  each  year. 

NOTICE. 

35.  Wherever  notice  is  required  by  statute  or  by  these  by-laws  to  be 
given  to  the  stockholders,  or  the  Directors,  or  to  any  officer  of  the 
company,  personal  notice  is  not  meant  unless  expressly  so  stated;  and 
any  notice  so  required  shall  be  deemed  to  be  sufficient  if  given  by 
depositing  the  same  in  a  post-office  box  in  a  sealed,  post-paid  wrapper, 
addressed  to  such  stockholder.  Director  or  officer;  and  such  notice 
shall  be  deemed  to  have  been  given  at  the  time  of  such  mailing,  exclud- 
ing only  those  provisions  of  the  by-laws  where  personal  notice  is 
required,  or  where  notice  is  required  to  be  given  by  wire.  In  which 
latter  case  notice  shall  be  deemed  to  be  given  from  the  time  the  same 
is  delivered  to  the  telegraph  company. 

Any  stockholder.  Director  or  officer  may  waive  any  notice  required 
to  be  given  by  these  by-laws. 

INTERPRETATION. 

36.  The  headings  of  any  of  the  foregoing  sections  shall  not  affect  the 
construction  thereof,  and  in  these  by-laws,  unless  there  be  something 
in  the  subject  or  context  inconsistent  therewith: 

"The  company"  and  "this  company"  mean  the  "The  Camegie  Com- 
pany." 


APPENDIX.  163 

"In  writing"  and  "written"  mean  written  or  printed  or  partly  printed 
and  partly  written. 

"Registered  office"  and  "principal  office"  mean  the  principal  office  in 
New  Jersey,  designated  as  such  pursuant  to  law. 

"Absence,"  as  applied  to  the  provision  that  the  Vice-Presidents  shall 
be  vested  with  the  powers  of  the  President  in  his  absence,  means 
absence  from  the  United  States,  or  absence,  temporary  or  permanent, 
from  the  office  of  the  company  in  Pittsburg,  and  in  such  cases  only 
as  the  President  shall  in  writing  specifically  delegate  his  powers  and 
duties  to  such  other  officer,  and  not  otherwise. 

AMENDMENTS. 

37.  The  foregoing  by-laws  shall  not  be  altered,  amended  or  added 
to  except  by  the  affirmative  vote  of  a  majority  in  interest  of  all  the 
stockholders  of  the  company  at  a  duly  convened  meeting.  The  pro- 
posed alteration,  amendment  or  addition  shall  first  be  submitted  to  the 
Board  of  Directors  at  a  regular  or  special  meeting;  and  thereupon 
the  Board  of  Directors  shall  call  a  special  meeting  of  the  stockholders, 
giving  not  less  than  two  weeks'  written  notice  to  each  stockholder, 
to  take  action  upon  such  alteration,  amendment  or  addition,  which 
notice  shall  contain  the  recommendation  of  the  Board  with  respect 
thereto. 

The  Board  of  Directors  shall  have  no  power  to  amend,  alter  or  repeal 
these  by-laws. 


164  APPENDIX. 


XIL 

CHAETEK  OF  FEDEKAL  STEEL  COMPANY.^ 

CERTIFICATE   OF   INCORPORATION  OF  FEDERAL   STEEL  COMPANY. 

[Internal  revenue  stamp,  10  cents,  canceled.] 

IRegistered  ofSce  with  the  Corporation  Trust  Company  of  New  Jersey, 
60  Grand  Street,  Jersey  City,  N.  J.] 

First.     The  name  of  the  corporation  is  Federal  Steel  Company. 

Second.  The  location  of  its  principal  office  in  the  State  of  New- 
Jersey  is  at  No.  60  Grand  Street,  in  the  city  of  Jersey  City,  county  of 
Hudson.  Said  office  is  to  be  registered  with  the  Corporation  Trust 
Company  of  New  Jersey.  The  name  of  the  agent  therein  and  in  charge 
thereof,  and  upon  whom  process  against  this  corporation  may  be 
served,  is  the  Corporation  Trust  Company  of  New  Jersey. 

Third.  The  objects  for  which,  and  for  any  of  which,  the  corporation 
is  formed,  are  to  do  any  or  all  of  the  things  herein  set  forth,  to  the 
same  extent  as  natural  persons  might  or  could  do,  and  in  any  part  of 
the  world,  viz.: 

Mining  of  all  kinds;  manufacturing  of  all  kinds;  transportation  of 
goods,  merchandise,  or  passengers,  upon  land  or  water;  building 
houses,  structures,  vessels,  ships,  boats,  railroads,  engines,  cars,  or 
other  equipment,  wharves  or  docks;  constructing,  maintaining,  and 
operating  railroads  (other  than  railroads  within  the  State  of  New 
Jersey),  steamship  lines,  vessel  lines,  or  other  lines  for  transportation; 
the  purchase,  improvement,  or  sale  of  lands; 

To  manufacture,  purchase,  or  otherwise  acquire,  to  hold,  own,  mort- 
gage, pledge,  sell,  assign  and  transfer,  or  otherwise  dispose  of,  to 
invest,  trade,  deal  in  and  deal  with  goods,  wares,  and  merchandise, 
and  property  of  every  class  and  description; 

To  acquire  and  undertake  all  or  any  part  of  the  business,  assets,  and 
liabilities  of  any  person,  firm,  association,  or  corporation; 

To  apply  for,  purchase,  or  otherwise  acquire,  and  to  hold,  own,  use, 
operate,  and  to  sell,  assign,  or  to  otherwise  dispose  of,  to  grant  licenses 
in  respect  of  or  otherwise  turn  to  account  any  and  all  inventions, 
improvements,  and  processes  used  in  connection  with,  or  secured  under 
letters  patent  of  the  United  States  or  elsewhere,  or  otherwise;  and,  with 
a  view  to  the  working  and  development  of  the  same,  to  carry  on  any 
business,  whether  manufacturing  or  otherwise,  which  the  corporation 
may  think  calculated  directly  or  indirectly  to  effectuate  these  objects; 

1  Reprinted  from  Vol.  I,  Report  of  Industrial  Commission.  For 
Analysis  and  Contents  see  Charter  in  the  index. 


APPENDIX.  1G5 

To  enter  into,  make,  perform,  and  carry  out  contracts  of  every  kind 
with  any  person,  firm,  association  or  corporation; 

To  have  one  or  more  offices;  to  carry  on  all  or  any  of  its  operations 
and  business;  and  unlimitedly  and  without  restriction  to  hold,  pur- 
chase, mortgage,  lease,  and  convey  real  and  personal  property  in  any 
State  or  territory  of  the  United  States,  and  in  any  foreign  country  or 
place. 

In  general,  to  carry  on  any  other  business  in  connection  therewith, 
whether  manufacturing  or  otherwise,  with  all  the  powers  conferred  by 
the  laws  of  New  Jersey  upon  corporations  under  the  act  hereinafter 
referred  to. 

Fourth.  The  total  authorized  capital  stock  of  the  corporation  is  two 
hundred  million  dollars  ($200,000,000),  divided  into  two  million 
(2,000,000)  shares  of  the  par  value  of  one  hundred  dollars  ($100)  each. 
Of  such  total  authorized  capital  stock,  one  million  shares,  amounting 
to  $100,000,000,  shall  be  preferred  stock,  and  one  million  shares, 
amounting  to  $100,000,000,  shall  be  common  stock. 

From  time  to  time  the  preferred  stock  and  the  common  stock  shall 
be  issued  in  such  amounts  and  proportion  as  shall  be  determined  by 
the  Board  of  Directors,  and  as  may  be  permitted  by  law. 

The  preferred  stock  shall  be  entitled,  out  of  any  and  all  surplus  net 
profits,  whenever  declared  by  the  Board  of  Directors,  to  noncumulative 
dividends  at  the  rate  of,  but  not  exceeding,  six  per  cent  per  annum  for 
the  fiscal  year  beginning  on  the  first  day  of  January,  1899,  and  for 
each  and  every  fiscal  year  thereafter,  payable  in  preference  and  pri- 
ority to  any  payment  of  any  dividend  on  the  common  stock  for  such 
fiscal  year.  In  addition  thereto,  in  the  event  of  the  dissolution  of  the 
corporation,  the  holders  of  the  preferred  stock  shall  be  entitled  to 
receive  the  par  value  of  their  preferred  shares  out  of  the  surplus  funds 
of  the  corporation  before  anything  shall  be  paid  therefrom  to  the 
holders  of  the  common  stock. 

The  common  stock  shall  be  subject  to  the  prior  rights  of  the  holders 
of  the  preferred  stock,  as  herein  declared.  If,  after  providing  for  the 
payment  of  full  dividends  for  any  fiscal  year  on  the  preferred  stock, 
there  shall  remain  any  surplus  net  profits  of  such  year,  any  and  all 
such  surplus  net  profits  of  such  year,  and  of  any  other  fiscal  year  for 
which  full  dividends  shall  have  been  paid  on  the  preferred  stock,  shall 
be  applicable  to  dividends  upon  the  common  stock,  when  and  as  from 
time  to  time  the  same  shall  be  declared  by  the  Board  of  Directors  and 
out  of  any  such  surplus  net  profits,  after  the  close  of  any  fiscal  year, 
the  Board  of  Directors  may  pay  dividends  upon  the  common  stock  of 
the  corporation  for  such  fiscal  year,  but  not  until  after  the  dividends 
upon  the  preferred  stock  for  such  fiscal  year  shall  have  been  actually 
paid  or  provided  and  set  apart. 

Fifth.  The  names  of  the  incorporators  (the  post-office  address  of  each 
is  No.  60  Grand  Street,  Jersey  City,  N.  J.)  and  the  number  of  shares 
of  common  stock  (ten)  subscribed  for  by  each,  the  aggregate  of  which 


166                                                 APPENDIX.  ) 

i 
i 

being  three  thousand  dollars  ($3,000),  is  the  amount  of  capital  stock  { 

with  which  the  corporation  will  commence  business,  are  as  follows:  I 

■j 

NAME.  I 

Charles  C.  Cluff Ten  shares  common  stock.  ' 

Charles  MacVeagh Ten  shares  common  stock.  i 

Benjamin  C.  VanDyke Ten  shares  common  stock.  J 

i 

Sixth.    The  duration  of  the  corporation  shall  be  unlimited.  ] 

Seventh.    The  corporation  may  use  and  apply  its  surplus  earnings,  ; 

or  accumulated  profits  authorized  by  law  to  be  reserved,  to  the  purchase  ' 

or  acquisition  of  property,  and  to  the  purchase  or  acquisition  of  its  own  ■ 

capital  stock  from  time  to  time,  to  such  extent  and  in  such  manner  \ 

and  upon  such  terms  as  its  Board  of  Directors  shall  determine;    and  | 

neither  the  property  nor  the  capital  stock  so  purchased  and  acquired,  \ 

nor  any  of  its  capital  stock  taken  in  payment  or  satisfaction  of  any  ; 

debt  due  to  the  corporation,  shall  be  regarded  as  profits  for  the  pur-  \ 

poses  of  declaration  or  payment  of  dividends,  unless  otherwise  deter-  | 

mined  by  a  majority  of  the  Board  of  Directors  or  a  majority  of  the  j 

stockholders.  | 

The  corporation  in  its  by-laws  may  prescribe  the  number  necessary  \ 

to  constitute  a  quorum  of  the  Board  of  Directors,  which  number  may  i 

be  less  than  a  majority  of  the  whole  number.  i 

The  number  of  Directors  at  any  time  may  be  increased  by  a  vote  of  \ 

the  Board  of  Directors,  and  in  case  of  any  such  increase  the  Board  of  j 

Directors  shall  have  power  to  elect  such  additional  Directors,  to  hold  \ 

oflice  until  the  next  meeting  of  stockholders,  or  until  their  successors  • 

shall  be  elected.  i 

The  Board  of  Directors  shall  have  power  without  the  assent  or  vote  \ 

of  the  stockholders  to  make,  alter,  amend,  and  rescind  the  by-laws  of  ;| 

the  corporation,  to  fix  the  amount  to  be  reserved  as  working  capital,  to  I 

authorize  and  to  cause  to  be  executed  mortgages  and  liens  upon  the  ; 

real  and  personal  property  of  the  corporation;    and  from  time  to  time  | 

to  sell,  assign,  transfer,  or  otherwise  dispose  of  any  or  all  of  the  i 

property  of  the  corporation,  but  no  such  sale  of  all  of  the  property  j 

shall  be  made  except  pursuant  to  the  vote  of  at  least  two-thirds  of  the  ^ 

Board  of  Directors.  | 

The  Board  of  Directors,  by  resolution  passed  by  a  majority  of  the  t 

whole  Board,  may  designate  three  or  more  directors  to  constitute  an  j 

Executive  Committee,  which  committee  to  the  extent  provided  in  said  ] 

resolution  or  in  the  by-laws  of  the  corporation,  shall  have,  and  may  \ 

exercise,  the  power  of  the  Board  of  Directors  in  the  management  of  i 

the  business  and  aifairs  of  the  corporation,  and  shall  have  power  to  j 

authorize  the  seal  of  the  corporation  to  be  aflBxed  to  all  papers  which  i 

may  require  it.  \ 

The  Board  of  Directors  from  time  to  time  shall  determine  whether  \ 

and  to  what  extent,  and  at  what  times  and  places,  and  under  what  ■ 

conditions  and  regulations,  the  accounts  and  books  of  the  corporation,  ; 

or  any  of  them,  shall  be  open  to  the  inspection  of  the  stockholders;  j 


APPENDIX.  167 

and  no  stockholder  shall  have  any  right  of  Inspecting  any  account  or 
book  or  document  of  the  corporation,  except  as  conferred  by  statute  or 
authorized  by  the  Board  of  Directors,  or  by  a  resolution  of  the  stock- 
holders. 

The  Board  of  Directors  shall  have  power  to  hold  its  meetings,  to 
have  one  or  more  offices,  and  to  keep  the  books  of  the  corporation 
(except  the  stock  and  transfer  books)  outside  of  this  State  at  such 
places  as  may  be  from  time  to  time  designated  by  them. 

It  is  the  intention  that  the  objects  above  specified  in  Article  Third, 
except  where  otherwise  expressed  in  said  article,  shall  be  nowise 
limited  or  restricted  by  reference  to  or  inference  from  the  terms  of 
any  other  article,  clause,  or  paragraph  in  this  certificate. 

The  undersigned,  for  the  purpose  of  forming  a  corporation  in  pur- 
suance of  an  act  of  the  Legislature  of  the  State  of  New  Jersey,  entitled 
"An  act  concerning  corporations"  (Revision  of  1896),  and  the  various 
acts  amendatory  thereof  and  supplemental  thereto,  do  make,  record, 
and  file  this  certificate,  and  do  respectively  agree  to  take  the  number  of 
shares  of  stock  hereinbefore  set  forth,  and  accordingly  hereunto  have 
set  our  hands  and  seals. 

Dated,  Jersey  City,  N.  J.,  September  9,  1898. 

Chas.  C.  Clufp,  [seal.] 

Chables  MacVeagh,  [seal.] 

Benjamin  C.  VanDyke.  [seal.] 
In  presence  of 

James  B.  Dill, 

E.  H.  Gaby, 

Francis  Lynde  Stetson. 

State  of  New  Jersey,     "I 
County  of  Hudson,  j 

Be  it  remembered  that  on  this  ninth  day  of  September,  A.  D.  eighteen 
hundred  and  ninety-eight,  before  the  undersigned  personally  appeared 
Charles  C.  Cluff,  Charles  MacVeagh,  and  Benjamin  C.  VanDyke,  who, 
I  am  satisfied,  are  the  persons  named  in  and  who  executed  the  foregoing 
certificate,  and  I,  having  first  made  known  to  them,  and  each  of  them, 
the  contents  thereof,  they  did  each  acknowledge  that  they  signed, 
sealed,  and  delivered  the  same  as  their  voluntary  act  and  deed. 

James  B.  Dill, 
Master  in  Chancery  of  New  Jersey. 

[10  cent  internal  revenue  stamp  cancelled.] 

Received  in  the  Hudson  County,  N.  J.,  Clerk's  office  September  9th, 
1898,  and  recorded  in  Clerk's  Record  No.  — ,  on  page  — . 

John  G.  Fisher,  Clerk. 
(Endorsed:)   "Filed  September  9,  1898. 

George  Wubts,  Secretary  of  State." 


168  APPENDIX. 


XIII. 

BY-LAWS,   FEDEKAL   STEEL   C0MPA:N^Y.» 

Federal  Steel  Company — By-Laws,  September  9,  1898. 
I. 

1.  The  title  of  the  corporation  is  Federal  Steel  Company. 

2.  The  principal  office  is  at  60  Grand  Street,  Jersey  City,  New  Jersey. 

3.  The  corporate  seal  of  the  company  shall  have  inscribed  thereon 
the  name  of  the  corporation,  the  State  (New  Jersey),  and  the  month 
and  year  of  its  creation  (September,  1898). 

II.    DIRECTORS. 

4.  The  property  and  business  of  the  corporation  shall  be  managed 
and  controlled  by  a  Board  of  Directors,  who  shall  at  all  times  be 
stockholders.  They  shall  hold  office  for  one  year,  and  until  others  are 
elected  and  qualified  in  their  stead.  The  number  of  the  first  Board  of 
Directors  shall  be  three;  but  at  any  time  the  number  may  be  increased 
by  vote  of  the  Board  of  Directors,  and,  in  case  of  any  such  increase, 
the  Board  of  Directors  shall  have  power  to  elect  such  additional 
Directors  to  hold  office  until  the  next  meeting  of  stockholders,  or  until 
their  successors  shall  be  elected.  If  the  office  of  any  Director  becomes 
or  is  vacant  by  reason  of  death,  resignation,  disqualification,  increase 
in  number,  or  otherwise,  the  remaining  Directors,  by  a  majority  vote, 
may  elect  a  successor,  who  shall  hold  office  for  the  unexpired  term  or 
until  his  successor  is  elected. 

III.     MEETINGS    OF    STOCKHOLDERS. 

5.  The  annual  meeting  of  stockholders  shall  be  held  on  the  first 
Monday  of  April  in  each  year  if  not  a  legal  holiday,  and,  if  a  legal 
holiday,  then  on  the  day  following,  at  the  registered  office  of  the  com- 
pany in  the  State  of  New  Jersey,  commencing  at  11  o'clock  a.  m.,  when 
they  shall  elect  by  a  plurality  vote  by  ballot  the  full  Board  of  Directors 
to  serve  for  one  year,  and  until  their  successors  are  elected  or  chosen 
and  qualified,  each  stockholder  being  entitled  to  one  vote  in  person  or 
by  proxy  for  each  share  of  stock  standing  registered  in  his  name  on 
the  10th  day  of  the  month  preceding  the  election;  provided,  no  stock 
shall  be  voted  which  has  been  transferred  within  twenty  days  of  the 
time  of  the  election. 

A  majority  in  amount  of  the  stock  outstanding  shall  be  requisite  to 

1  Reprinted  from  Vol.  I,  Report  of  Industrial  Commission.  For 
Analysis  and  Contents  see  By-laws  in  the  index. 


APPENDIX.  169 

constitute  a  quorum  for  an  election  of  Directors  or  the  transaction  of 
other  business. 

The  polls  for  such  election  shall  be  open  at  twelve  o'clock  noon  and 
closed  at  one  o'clock  in  the  afternoon. 

Notice  of  the  annual  meeting  may  be  published  in  a  newspaper  in 
the  city  of  New  York  once  each  week  during  the  calendar  month  next 
preceding  the  meeting;  but  a  failure  to  publish  such  notice  or  any 
irregularity  in  the  publication  or  notice  shall  not  affect  the  validity  of 
the  said  meeting  or  the  proceedings  therein. 

Special  meetings  of  stockholders  shall  be  called  by  the  Secretary  by 
mailing  a  notice  at  least  five  days  prior  to  the  date  of  meeting  to  each 
stockholder  of  record  at  his  last  known  post-office  address,  on  the 
request  in  writing,  or  by  vote,  of  a  majority  of  the  Board  of  Directors, 
or  Executive  Committee,  or  on  demand  in  writing  by  stockholders  of 
record  owning  a  majority  in  amount  of  the  entire  issued  capital  stock 
of  the  company. 

IV.     MEETINGS    OF   DIRECTORS. 

6.  The  Board  of  Directors  shall  meet  at  the  office  of  the  company 
in  New  York  immediately  after  the  adjournment  of  the  annual  meet- 
ing of  stockholders  and  elect  the  officers  of  the  corporation  for  the 
ensuing  year. 

Regular  meetings  of  the  Directors  shall  be  held  at  the  office  of  the 
company  in  New  York,  or  by  order  of  the  Directors  elsewhere,  on  a  day 
and  at  an  hour  to  be  fixed  by  resolution  of  the  Board. 

Notice  of  regular  meetings  shall  be  mailed  to  each  Director  at  his 
last  known  post-office  address  by  the  Secretary  at  least  three  days 
previous  to  the  time  fixed  for  the  meeting. 

While  the  number  of  Directors  remains  at  three,  a  majority  shall 
be  necessary  to  constitute  a  quorum  for  the  transaction  of  business; 
but  if  the  number  of  Directors  shall  be  increased  to  fifteen,  then  six 
shall  constitute  a  quorum  for  the  transaction  of  business. 

Special  meetings  of  the  Board  may  be  called  by  the  President  on  one 
day's  notice  to  each  Director,  delivered  to  him  personally  or  left  at  his 
residence  or  usual  place  of  business;  or  such  special  meetings  may 
be  called  in  like  manner  on  the  written  request  of  three  members. 

V.     COMPENSATION  OF  DIRECTORS  AND  EXECUTIVE 
COMMITTEE. 

7.  Directors  and  members  of  the  Executive  Committee  as  such  shall 
not  receive  any  stated  salary  for  their  services,  but  may  be  allowed 
$10  each  for  attendance  at  each  regular  or  special  meeting  if  present 
at  roll  call,  and  until  adjournment,  unless  excused. 

VI.    INSPECTORS   OF  ELECTION. 

9.  The  Board  of  Directors,  at  a  meeting  held  prior  to  the  annual 
meeting  of  the  stockholders,  shall  appoint  two  stockholders  to  act  as 
inspectors  and  conduct  the  election  of  Directors  at  the  ensuing  annual 


170  APPENDIX.  \ 

meeting  of  stockholders.     Inspectors  of  election  shall  not  be  eligible  \ 

to  the  office  of  Director.    If  any  inspector  of  election  fails  to  attend  the  i 

election,  a  succecsor  may  be  appointed  by  the  stockholders  in  attend-  ; 

ance.  j 

VII.     ORDER  OF  BUSINESS.  \ 

10.  The  order  of  business  at  the  meetings  of  the  Board  of  Directors  j 
shall  be  as  follows:  | 

(Ij     A  quorum  being  present,  the  Chairman  shall  call  the  Board  to  I 

order.  ; 

(2)  The  minutes  of  the  last  meeting  shall  be  read  and  considered  as  j 
approved  if  there  be  no  amendments.  ,i 

(3)  Reports  of  officers  of  the  company.  j 

(4)  Reports  of  committees.  \ 

(5)  Unfinished  business.  ■ 

(6)  Miscellaneous  business.  | 

(7)  New  business.  \ 

VIII.     OFFICERS  OF  THE  COMPANY. 

11.  The  officers  of  the  company  shall  consist  of  a  Chairman  of  the  \ 
Board,  President,  First  Vice-President,  Second  Vice-President,  Secre-  \ 
tary.  General  Counsel,  Treasurer,  Auditor,  and  such  other  officers  as  ' 
may  from  time  to  time  be  elected  or  appointed  by  the  Board  of  | 
Directors.  ' 

One  person  may  hold  more  than  one  office.  | 


IX.    OFFICERS. 

12.  The  Directors  shall  elect  from  among  their  own  number  a  Chair- 
man of  the  Board,  a  President,  a  First  Vice-President,  and  a  Second 
Vice-President;  and  shall  also  appoint  a  Secretary,  Treasurer,  Auditor, 
and  General  Counsel. 

X.     DUTIES    OF    THE    CHAIRMAN. 

13.  It  shall  be  the  duty  of  the  Chairman  to  preside  at  all  meetings 
of  the  Board  of  Directors  and  to  give  such  counsel  and  advice  as  from 
time  to  time  may  by  him  be  deemed  essential  to  the  best  interests  of  the 
corporation  to  the  Executive  Committee  or  to  the  President. 

XI.      DUTIES    OF    THE    PRESIDENT. 

14.  It  shall  be  the  duty  of  the  President,  in  the  absence  of  the 
Chairman  of  the  Board,  to  preside  at  all  meetings  of  the  Board  of 
Directors;  to  have  general  and  active  management  of  the  business  of 
the  company;  to  see  that  all  orders  and  resolutions  of  the  Board  are 
carried  into  effect;  to  execute  all  contracts  and  agreements  authorized 
by  the  Board;  to  keep  in  safe  custody  the  seal  of  the  company,  and, 
when  authorized  by  the  Board  or  Executive  Committee,  to  affix  the  seal 
to  any   instrument  requiring  the  same,  which  seal  shall  always  be 


APPENDIX.  171 

attested  by  the  signature  of  the  President  and  of  the  Secretary  or  the 
Treasurer.    He  may  sign  certificates  of  stock. 

He  shall  have  the  general  superintendence  and  direction  of  all  the 
other  oflficers  of  the  company,  except  the  Chairman  of  the  Board,  and 
shall  see  that  their  duties  are  properly  performed. 

He  shall  submit  a  complete  report  of  the  operations  of  the  company 
for  the  year  and  the  state  of  its  affairs  on  the  31st  day  of  December 
to  the  Directors  at  their  regular  meeting  in  April,  and  to  the  stock- 
holders at  their  annual  meeting  in  April  of  each  year,  and  from  time 
to  time  shall  report  to  the  Directors  all  matters  within  his  knowledge 
which  the  interests  of  the  company  may  require  to  be  brought  to  their 
notice. 

He  shall  be  ex  officio  a  member  of  all  standing  committees,  and  shall 
have  the  general  powers  and  duties  of  supervision  and  management 
usually  vested  in  the  office  of  the  President  of  a  corporation. 

He  shall  in  a  general  way  be  familiar  with  and  exercise  supervision 
over  the  affairs  of  the  other  corporations  in  which  this  corporation  may 
be  interested. 

He  shall  freely  consult  and  advise  with  the  Chairman  of  the  Board 
and  also  the  Executive  Committee  in  relation  to  the  business  and 
interests  of  the  corporation. 

Xn.     FIRST    VICE-PRESIDENT. 

15.  The  First  Vice-President  shall  be  vested  with  all  the  powers  and 
required  to  perform  all  the  duties  of  the  President  in  his  absence.  He 
may  sign  certificates  of  stock;  and  he  shall  perform  such  other  duties 
as  may  be  prescribed  by  the  Board  of  Directors. 

XIII. 

16.  The  Second  Vice-President  shall  be  vested  with  all  the  powers 
and  required  to  perform  all  the  duties  of  the  President  in  the  absence 
of  both  the  President  and  the  First  Vice-President;  he  may  sign 
certificates  of  stock,  and  he  shall  perform  such  other  duties  as  may  be 
prescribed  by  the  Board  of  Directors. 

XIV.    PRESIDENT  PRO  TEM. 

17.  In  the  absence  of  the  President  and  First  Vice-President  and 
Second  Vice-President,  the  Board  may  appoint  a  President  pro  tern, 

XV.     SECRETARY. 

18.  The  Secretary  shall  be  ex  officio  Secretary  of  the  Board  of 
Directors  and  of  the  standing  committees;  he  shall  attend  all  sessions 
of  the  Board;  shall  act  as  clerk  thereof,  and  record  all  votes  and  the 
minutes  of  all  proceedings  in  a  book  to  be  kept  for  that  purpose.  He 
shall  perform  like  duties  for  the  standing  committees  when  required. 
He  shall  give  notice  of  all  calls  for  installments  to  be  paid  by  the 
stockholders,  and  shall  see  that  proper  notice  is  given  of  all  meetings 


172  APPENDIX. 

\ 

of  the  stockholders  of  the  company  and  of  the  Board  of  Directors,  and  1 

shall  perform  such  other  duties  as  may  be  prescribed  by  the  Board  of  \ 

Directors  or  President.  i 

He  shall  be  sworn  to  the  faithful  discharge  of  his  duty,  and  shall  \ 

give  such  bond  as  may  be  required  by  the  Board  of  Directors.  \ 

The  Assistant  Secretary,  if  one  is  appointed,  shall  be  vested  with  all  j 

the  powers  and  required  to  perform  all  the  duties  of  the  Secretary  in  i 

his  absence,  inability,  refusal,  or  neglect  to  act.  | 

XVI.    TREASURER.  \ 

19.  The  Treasurer  shall  keep  full  and  accurate  accounts  of  receipts  1 
and  disbursements  in  books  belonging  to  the  company,  and  shall  deposit  I 
all  moneys  and  other  valuable  effects  in  the  name  and  to  the  credit  | 
of  the  company  in  such  depositories  as  may  be  designated  by  the  Board  ; 
of  Directors  or  Executive  Committee.  i 

He  shall  disburse  the  funds  of  the  company  as  may  be  ordered  by  the  ; 
Board,  taking  proper  vouchers  for  such  disbursements,  and  shall  render  | 
to  the  President  and  Directors  at  the  regular  meetings  of  the  Board,  | 
or  whenever  they  may  require  it,  an  account  of  all  his  transactions  as  ' 
Treasurer  and  of  the  financial  conditions  of  the  company,  and  at  the  I 
regular  meeting  of  the  Board  in  April  annually  a  like  report  for  the  \ 
preceding  year.  ^ 

He  shall  give  the  company  a  bond  in  form  and  in  a  sum  and  with  | 
security  satisfactory  to  the  Board  of  Directors  or  the  Executive  Com-  j 
mittee  for  the  faithful  performance  of  the  duties  of  his  office  and  the  ] 
restoration  to  the  company,  in  case  of  his  death,  resignation,  or  removal  ! 
from  office,  of  all  books,  papers,  vouchers,  money,  or  other  property  of  ] 
whatever  kind  in  his  possession  belonging  to  the  corporation,  and  j 
containing  such  other  provisions  as  the  Board  of  Directors  or  Executive  ; 
Committee  may  require. 

Certificates  of  stock,  when  signed  by  the  President  or  First  Vice-  \ 
President  or  Second  Vice-President,  shall  be  countersigned  by  the  I 
Treasurer.  He  shall  keep  the  accounts  of  stock  registered  and  trans-  i 
ferred  in  such  form  and  manner  and  under  such  regulations  as  the  ■ 
Board  of  Directors  may  prescribe.  j 

The  Assistant  Treasurer,  if  one  is  appointed,  shall  be  vested  with  all  ! 
the  powers  and  required  to  perform  all  the  duties  of  the  Treasurer  in  j 
his  absence,  inability,  refusal  or  neglect  to  act.  \ 

XVII.    AUDITOR.  I 

20.  The  Auditor  shall  have  supervision  over  all  the  accounts  and  I 
account  books  of  the  company,  and  see  that  the  system  of  keeping  the  ; 
same  is  enforced  and  maintained.  He  shall  direct  as  to  forms  and  j 
blanks  relating  to  books  and  accounts  in  all  departments,  and  no 
change  shall  be  made  without  his  consent  or  the  consent  of  the  Presi-  i 
dent  or  Executive  Committee.  \ 

He  shall  see  that  there  is  kept  in  the  bookkeeping  department  a  set    , 


APPENDIX.  173 

of  books  containing  a  complete  record  of  all  business  transactions  of  the 
company  pertaining  to  accounts. 

He  stiall,  when  requested,  furnish  the  Executive  Committee,  or 
President,  a  statement  of  the  earnings  and  expenses  of  the  corporation 
or  any  other  company  in  which  this  corporation  may  be  interested 
for  any  given  time,  and  shall  keep  books  and  records  for  the  purpose 
of  furnishing  such  statistics. 

He  shall  verify  the  assets  reported  by  the  Treasurer  or  his  assistant 
at  least  twice  a  year,  and  make  report  of  the  same  to  the  Executive 
Committee. 

He  shall  cause  the  books  and  accounts  of  all  oflficers  and  agents 
charged  with  the  receipt  or  disbursement  of  money  to  be  examined 
as  often  as  practicable,  or  when  requested  by  the  President  or  Executive 
Committee,  and  shall  ascertain  whether  or  not  the  cash  and  vouchers 
covering  the  balance  are  actually  on  hand. 

He  shall  render  such  assistance  and  advice  as  the  President  or 
Executive  Committee  may  desire  concerning  the  books  and  accounts 
and  system  of  financial  transactions  of  all  other  corporations  in  which 
this  corporation  is  interested,  and  furnish  to  the  President  or  Executive 
Committee  such  statements  concerning  the  same  as  may  be  requested 
by  them. 

In  case  of  a  default  within  his  information  at  any  time  he  shall  at 
once  notify  the  President  and  Chairman. 

XVIII.    GENERAL  COUNSEL. 

21.  The  General  Counsel  shall  be  the  legal  adviser  of  the  company, 
and  shall  perform  such  services  and  receive  such  compensation  as  may 
be  determined  by  the  Board  of  Directors  or  the  Executive  Committee. 

XIX.     DUTIES   OF   OFFICERS    MAY  BE    DELEGATED. 

22.  In  case  of  the  absence  of  any  officer  of  the  company,  the  Board 
of  Directors  or  the  Executive  Committee  may  delegate  his  powers  or 
duties  to  any  other  officer  or  to  any  Director  for  the  time  being. 

XX.     STANDING   COMMITTEE. 

23.  There  shall  be  an  Executive  Committee  of  five  Directors,  selected 
by  the  Board,  who  shall  meet  at  regular  periods,  or  on  notice  to  all  or 
any  of  their  own  number.  They  shall  advise  with  and  aid  the  officers 
of  the  company  in  all  matters  concerning  its  interests  and  the  manage- 
ment of  its  business;  and  when  the  Board  of  Directors  is  not  in  session 
the  Executive  Committee  shall  have  and  may  exercise  all  the  powers 
of  the  Board  of  Directors. 

The  Executive  Committee,  unless  otherwise  provided  by  the  Board 
of  Directors,  shall  fix  the  salaries  or  compensation  of  all  officers. 

The  Executive  Committee  shall  keep  regular  minutes  and  cause  them 
to  be  recorded  in  a  book  kept  in  the  office  of  the  company  for  that  pur- 
pose, and  report  the  same  to  the  Board  of  Directors  whenever  required 
by  them. 


174  APPENDIX. 


XXI.    TERM  OF  OFFICE. 

24.  Each  officer  shall  hold  his  office  only  during  the  pleasure  of  the 
Board  of  Directors,  unless  otherwise  provided  by  special  agreement  in 
writing,  signed  by  a  majority  of  the  Executive  Committee. 

XXII.    TRANSFER   OF   STOCK. 

25.  All  transfers  of  the  stock  of  the  corporation  shall  be  made  upon 
the  books  of  the  company  by  the  holder  of  the  shares  in  person  or  by 
his  legal  representative;  but  no  transfer  of  stock  shall  be  made  within 
10  days  next  preceding  the  day  appointed  for  paying  a  dividend. 

XXIII.     CERTIFICATES   TO   BE    CANCELED. 

26.  Certificates  of  stock  surrendered  shall  be  canceled  by  the  transfer 
agent  at  the  time  of  transfer. 

XXIV.    LOSS  OF  CERTIFICATE. 

27.  Any  person  claiming  a  certificate  or  evidence  of  stock  to  be 
Issued  in  place  of  one  lost  or  destroyed  shall  make  an  affidavit  or 
affirmation  of  that  fact,  and  advertise  the  same  in  such  newspaper  and 
for  such  space  of  time  as  the  Board  of  Directors  may  require,  describ- 
ing the  certificate,  and  shall  furnish  the  company  with  proof  of  publica- 
tion by  the  affidavit  of  the  publisher  of  the  newspaper,  and  shall  give 
the  Board  a  bond  of  indemnity  in  form  approved  by  the  Board  with 
one  or  more  sureties,  if.  required,  in  double  the  par  value  of  such 
certificate,  whereupon  the  President  and  Treasurer  may,  one  month 
after  the  termination  of  the  advertisement,  issue  a  new  certificate  of 
the  same  tenor  with  the  one  alleged  to  be  lost  or  destroyed,  but  always 
subject  to  the  approval  of  the  Board  of  Directors. 

XXV.     CONTRACTS   AND    AGREEMENTS. 

28.  No  agreement,  contract,  or  obligation  (other  than  a  cheque) 
involving  the  payment  of  money  or  the  credit  or  liability  of  the  com- 
pany for  more  than  $5,000,  shall  be  made  without  the  approval  of  the 
Board  of  Directors  or  of  the  Executive  Committee. 

XXVI.    CHEQUES   FOR   MONEY. 

29.  All  cheques,  drafts,  or  orders  for  the  payment  of  money  shall 
be  signed  by  the  Treasurer  and  countersigned  by  the  Chairman  of  the 
Board  or  President  or  First  or  Second  Vice-President. 

No  cheque  shall  be  signed  by  both  the  Treasurer  and  Chairman  or 
President  or  a  Vice-President  in  blank. 

XXVII. 

30.  The  books,  accounts,  and  records  of  the  company  shall  be  open 
to  inspection  by  any  member  of  the  Board  of  Directors  at  all  times; 


APPENDIX.  175 

the  stockholders  may  Inspect  the  books  of  the  company  at  such  times 
only  as  the  Executive  Committee  or  Board  of  Directors  may  by  resolu- 
tion designate. 

XXVIII.     ALTERATION    OF    BY-LAWS. 

31.  The  Board  of  Directors,  by  a  vote  of  a  majority  of  the  members 
present  at  any  meeting,  may  alter  or  amend  these  by-laws,  but  no 
alteration  shall  be  made  unless  proposed  at  a  meeting  of  the  Board  and 
considered  at  subsequent  meetings. 

XXIX. 

None  of  the  shares  of  the  capital  stock  of  the  Minnesota  Iron  Com- 
pany, the  Illinois  Steel  Company,  the  Lorain  Steel  Company,  or  the 
Elgin,  Joliet  and  Eastern  Railway  Company  shall  hereafter  at  any  time 
or  times,  be  sold,  assigned,  transferred,  pledged,  mortgaged,  or  incum- 
bered by  the  Directors  of  the  Federal  Steel  Company  without  making 
at  least  sixty  days'  previous  publication  in  two  prominent  daily  news- 
papers published  in  the  city  of  New  York,  of  the  intention  to  make 
such  sale,  transfer,  assignment,  pledge,  mortgage,  or  incumbrance; 
and,  also,  at  the  date  of  the  first  publication,  filing  a  similar  written 
notice  with  the  Chairman  and  Secretary,  respectively,  of  the  said  Com- 
mittee on  Stock  Lists;  and  also  obtaining  the  consent  of  those  holding 
a  majority  in  amount  of  the  shares  of  stock  of  the  Federal  Steel  Com- 
pany, by  vote  at  a  meeting  regularly  called  and  notice  mailed  to  each 
stockholder  at  his  usual  or  last  known  place  of  business  or  residence 
at  least  thirty  days  before  the  time  of  meeting. 

The  shares  of  the  capital  stock  of  the  said  Minnesota  Iron  Company, 
the  Illinois  Steel  Company,  Lorain  Steel  Company,  and  Elgin,  Joliet 
and  Eastern  Railway  Company  shall  be  placed  and  held  in  the  name 
ot  some  person  or  persons  designated  by  vote  of  the  Directors  of  the 
Federal  Steel  Company  to  act  as  trustee  therefor,  and  the  certificates 
for  said  shares  shall  provide  by  indorsement  thereon  that  they  are 
issued  and  can  be  transferred  only  in  pursuance  of  the  provisions  of 
this  by-law. 

This  by-law  shall  never  be  repealed,  amended,  or  modified  except  by 
consent  of  a  majority  of  the  stockholders  of  the  Federal  Steel  Com- 
pany obtained  by  vote  at  a  meeting  held  pursuant  to  notice,  stating 
the  time,  place,  and  object  of  the  meeting,  and  mailed  to  each  stock- 
holder at  his  usual  or  last  known  place  of  business  or  residence  at 
least  thirty  days  before  the  time  of  meeting. 

This  first  Board  of  Directors  of  the  Federal  Steel  Company  hereby 
distinctly  waives,  abrogates,  and  relinquishes,  both  for  themselves  and 
their  successors,  all  rights  and  powers  conferred  by  the  Articles  of 
Incorporation  of  Federal  Steel  Company  which  may  not  be  in  accord- 
ance herewith,  either  as  to  amendment  of  by-laws  or  disposition  of 
above  named  property. 


176  APPENDIX. 


XXX. 


The  following  specific  days  are  hereby  fixed  for  declaring  dividends 
upon  the  common  and  preferred  stock  of  the  Federal  Steel  Company, 
namely:  The  second  Tuesdays  in  January,  February,  March,  April, 
May,  June,  July,  August,  September,  October,  November  and  December 
in  each  and  every  year,  providing,  however,  that  no  dividends  shall  be 
declared  except  as  permitted  by  law  and  by  the  provisions  of  the 
certificate  of  incorporation  of  the  company;  and  provided  further, 
that  no  dividends  shall  be  declared  or  paid  except  from  accumulated 
profits  excluding  the  sum  or  sums  reserved  as  working  capital. 


APPENDIX.  177 


XIY. 

sta:n'daed   oil    TEUST   AGEEEMENT.i 

"This  agreement,  made  and  entered  upon  this  second  day  of  January, 
A.  D.  1882,  by  and  between  all  the  persons  who  shall  now  or  may 
hereafter  execute  the  same  as  parties  thereto,  witnesseth: 

"I.  It  is  intended  that  the  parties  to  this  agreement  shall  embrace 
three  classes,  to-wit: 

"(1.)  All  the  stockholders  and  members  of  the  following  corpora- 
tions and  limited  partnerships,  to-wit: 

"Acme  Oil  Company  (New  York) ;  Acme  Oil  Company  (Pennsylva- 
nia) ;  Atlantic  Refining  Company,  of  Philadelphia;  Bush  &  Co.,  limited; 
Camden  Consolidated  Oil  Company;  Elizabethport  Acid  Works;  Im- 
perial Refining  Company,  limited;  Chas.  Pratt  &  Co.;  Paine,  Ablett 
&  Co.,  limited;  Standard  Oil  Company  (Ohio);  Standard  Oil  Company 
(Pittsburg) ;  Smith's  Ferry  Oil  Trans.  Company;  Solar  Oil  Company, 
limited;    Sone  &  Fleming  Manufacturing  Company,  limited. 

"Also,  all  the  stockholders  and  members  of  such  other  corporations 
and  limited  partnerships  as  may  hereafter  join  in  this  agreement  at 
the  request  of  the  trustees  herein  provided  for. 

"(2.)     The  following  individuals,  to-wit: 

"W.^C.  Andrews,  Jno.  D.  Archbold,  Lide  K.  Arter,  J.  A.  Bostwick, 
Benj.  Bre^wster,  D.  Bushnell,  Thos.  C.  Bushnell,  J.  N.  Camden,  Henry 
L.  Davis,  H.  M.  Flagler,  Mrs.  H.  M.  Flagler,  H.  M.  Harma,  and  Geo. 
W.  Chapin,  D.  M.  Harkness,  D.  H.  Harkness,  trustee;  S.  V.  Harkness, 
John  Huntington,^  H.  A.  Hutchins,  Chas.  F.  G.  Heye,  O.  B.  Jennings, 
Chas.  Lockhart,  A.  M.  McGregor,  Wm.  H.  Macy,  Wm.  H.  Macy,  Jr., 
estate  of  Josiah  Macy,  Jr.,  Wm.  H.  Macy,  Jr.,  executor;  O.  H.  Payne, 
0.  H.  Payne,  trustee;  Chas.  Pratt,  Horace  A.  Pratt,  C.  M.  Pratt,  A.  J. 
Pouch,  John  D.  Rockefeller,  Wm.  Rockefeller,  Henry  H.  Rogers,  W.  P. 
Thompson,  J.  J.  Vandegrift,  William  T.  Wardwell,  W.  G.  Warden,  Jos. 
L.  Warden,  Warden,  Frew  &  Co.,  Louise  C.  Wheaton,  Julia  H.  York, 
Geo.  H.  Vilas,  M.  R.  Keith,  Geo.  F.  Chester,  trustees. 

"Also,  all  such  individuals  as  may  hereafter  join  in  this  agreement 
at  the  request  of  the  trustees  herein  provided  for. 

"(3.)  A  portion  of  the  stockholders  and  members  of  the  following 
corporations  and  limited  partnerships,  to-wit: 

"American  Lubricating  Oil  Co.,  Baltimore  United  Oil  Co.,  Beacon 
Oil  Co.,  Bush  &  Denslow  Manufacturing  Co.,  Central  Refining  Co., 
of  Pittsburg;  Chesebrough  Manufacturing  Co.,  Chess-Carley  Co.,  Con- 
solidated Tank  Line  Co.,  Inland  Oil  Co.,  Keystone  Refining  Co.,  Maver- 

1  For  Analysis  and  Contents  see  Standard  Oil  Agreement  in  the  in- 
dex. 


178  APPENDIX. 

ick  Oil  Co.,  National  Transit  Co.,  Portland  Kerosene  Oil  Co.,  Producers' 
Consolidated  Land  and  Petroleum  Co.,  Signal  Oil  Works,  limited; 
Thompson  &  Bedford  Co.,  limited;  Devoe  Manufacturing  Co.,  Eclipse 
Lubricating  Oil  Co.,  limited;  Empire  Refining  Co.,  limited;  Franklin 
Pipe  Co.,  limited;  Galena  Oil  Works,  limited;  Galena  Farm  Oil  Co., 
limited;  Germania  Mining  Co.,  Vacuum  Oil  Co.,  H.  C.  Van  Tine  &  Co., 
limited;   Waters-Pierce  Oil  Co. 

"Also,  stockholders  and  members  (not  being  all  thereof)  of  other 
corporations  and  limited  partnerships  who  may  hereafter  join  in  this 
agreement  at  the  request  of  the  trustees  herein  provided  for. 

"II.  The  parties  hereto  do  covenant  and  agree  to  and  with  each 
ether,  each  in  consideration  of  the  mutual  covenants  and  agreements 
of  the  others,  as  follows: 

"(1.)  As  soon  as  practicable,  a  corporation  shall  be  formed  in  each 
of  the  following  states,  under  the  laws  thereof  to-wit:  Ohio,  New  York, 
Pennsylvania  and  Nev/  Jersey;  provided,  however,  that  instead  of 
organizing  a  new  corporation,  any  existing  charter  and  organization 
may  be  used  for  the  purpose  when  it  can  advantageously  be  done. 

"(2.)  The  purposes  and  powers  of  said  corporation  shall  be  to  mine 
for,  produce,  manufacture,  refine  and  deal  in  petroleum  and  all  its 
products  and  all  the  materials  used  in  such  businesses,  and  transact 
other  business  collateral  thereto.  But  other  purposes  and  powers  shall 
be  embraced  in  the  several  charters,  such  as  shall  seem  expedient  to 
the  parties  procuring  the  charter,  or,  if  necessary  to  comply  with  the 
lav/,  the  powers  aforesaid  may  be  restricted  and  reduced. 

"(3.)  At  any  time  hereafter,  when  it  may  seem  advisable  to  the 
trustees  herein  provided  for,  similar  corporations  may  be  formed  in 
other  states  and  territories. 

"(4.)     Each  of  said  corporations  shall  be  known  as  the  Standard  Oil 

Company  of  (and  here  shall  follow  the  name  of  the  state  or 

territory  by  virtue  of  the  laws  of  which  said  corporation  is  organized.) 

"(5.)  The  capital  stock  of  each  of  said  corporations  shall  be  fixed 
at  such  an  amount  as  may  seem  necessary  and  advisable  to  the  parties 
organizing  the  same,  in  view  of  the  purpose  to  be  accomplished. 

"(6.)  The  shares  of  stock  of  each  of  said  corporations  shall  be  issued 
only  for  money,  property  or  assets  equal  at  a  fair  valuation  to  the  par 
value  of  the  stock  delivered  therefor. 

"(7.)  All  of  the  property,  real  and  personal,  assets  and  business  of 
each  and  all  of  the  corporations  and  limited  partnerships  mentioned 
or  embraced  in  class  first  shall  be  transferred  to  and  vested  in  thv3 
said  several  Standard  Oil  Companies.  All  of  the  property,  assets  and 
business  in  or  of  each  particular  state  shall  be  transferred  to  and 
vested  in  the  Standard  Oil  Company  of  that  particular  state,  and  in 
order  to  accomplish  such  purpose  the  directors  and  managers  of  each 
and  all  of  the  several  corporations  and  limited  partnerships  mentioned 
in  class  first,  are  hereby  authorized  and  directed  by  the  stockholders 
and  members  thereof  (all  of  them  being  parties  to  this  agreement),  to 
sell,   assign,  transfer,  convey   and  make  over,   for  the   consideratioii 


APPENDIX.  179 

hereinafter  mentioned,  to  the  Standard  Oil  Company  or  companies  of 
the  proper  state  or  states,  as  soon  as  said  corporations  are  organize'd 
and  ready  to  receive  the  same,  all  the  property,  real  and  personal, 
assets  and  business  of  said  corporations  and  limited  partnerships. 
Correct  schedules  of  such  property,  assets  and  business  shall  accompany 
each  transfer. 

"(8.)  The  individuals  embraced  in  class  second  of  this  agreement 
do  each  for  himself  agree,  for  the  consideration  hereinafter  mentioned, 
to  sell,  assign,  transfer,  convey  and  set  over  all  the  property,  real  and 
personal,  assets  and  business  mentioned  and  embraced  in  schedules 
accompanying  such  sale  and  transfer  to  the  Standard  Oil  Company  or 
companies,  of  the  proper  state  or  states,  as  soon  as  the  said  corpora- 
tions are  organized  and  ready  to  receive  the  same. 

"(9.)  The  parties  embraced  in  class  third  of  this  agreement  do  coven- 
ant and  agree  to  assign  and  transfer  all  of  the  stock  held  by  them  in 
the  corporations  or  limited  partnerships  herein  named,  to  the  trustees 
herein  provided  for,  for  the  consideration  and  upon  the  terms  herein- 
after set  forth.  It  is  understood  and  agreed  that  the  said  trustees  and 
their  successors  may  hereafter  take  the  assignment  of  stocks  in  the 
same  or  similar  companies  upon  the  terms  herein  provided,  and  that 
whenever  and  as  often  as  all  the  stocks  of  any  corporation  or  limited 
partnership  are  vested  in  said  trustees,  the  proper  steps  may  then  be 
taken  to  have  all  the  money,  property,  real  and  personal,  of  such  cor- 
poration or  partnership  assigned  and  conveyed  to  the  Standard  Oil 
Company  of  the  proper  state,  on  the  terms  and  in  the  mode  herein 
set  forth,  in  which  event  the  trustees  shall  receive  stocks  of  the  Stand- 
ard Oil  Companies  equal  to  the  value  of  the  money,  property  and  busi- 
ness assigned,  to  be  held  in  place  of  the  stocks  of  the  company  or 
companies  assigning  such  property. 

"(10.)  The  consideration  for  the  transfer  and  conveyance  of  the 
money,  property  and  business  aforesaid  to  each  or  any  of  the  Standard 
Oil  Companies  shall  be  stock  of  the  respective  Standard  Oil  Company 
to  which  said  transfer  or  conveyance  is  made,  equal  at  par  value  to  the 
appraised  value  of  the  money,  property  and  business  so  transferred. 
Said  stock  shall  be  delivered  to  the  trustees  hereinafter  provided  for, 
a,nd  their  successors,  and  no  stock  of  any  of  said  companies  shall  ever 
be  issued  except  for  money,  property  or  business  equal  at  least  to  the 
par  value  of  the  stock  so  issued,  nor  shall  any  stock  be  issued  by  any 
of  said  companies  for  any  purpose,  except  to  the  trustees  herein  pro- 
vided for,  to  be  held  subject  to  the  trusts  hereinafter  specified.  It  is 
understood,  however,  that  this  provision  is  not  intended  to  restrict  the 
purchase,  sale  and  exchange  of  property  by  said  Standard  Oil  Com- 
panies as  fully  as  they  may  be  authorized  to  do  by  their  respective 
charters,  provided  only  that  no  stock  be  issued  therefor  except  to  said 
trustees. 

"(11.)  The  consideration  for  any  stocks  delivered  to  said  trustees  as 
above  provided  for,  as  well  as  for  stocks  delivered  to  said  trustees  by 
persons  mentioned  or  included  In  class  third  of  this  agreement,  shall 


180  APPENDIX. 

be  the  delivery  by  said  trustees  to  the  persons  entitled  thereto,  of  trust 
certificates  hereinafter  provided  for,  equal  at  par  value  to  the  par  value 
of  the  stocks  of  the  said  Standard  Oil  Companies  so  received  by  said 
trustees,  and  equal  to  the  appraised  value  of  the  stocks  of  other  com- 
panies or  partnerships  delivered  to  said  trustees.  (The  said  appraised 
value  shalll  be  determined  in  a  manner  agreed  upon  by  the  parties  in 
interest  and  the  said  trustees.)  It  is  understood  and  agreed,  however, 
that  the  said  trustees  may,  with  any  trust  funds  in  their  hands,  in 
addition  to  the  mode  above  provided,  purchase  the  bonds  and  stocks 
of  other  companies  engaged  in  business  similar  or  collateral  to  the 
business  of  said  Standard  Oil  Companies,  on  such  terms  and  in  such 
mode  as  they  may  deem  advisable,  and  shall  hold  the  same  for  the 
benefit  of  the  owners  of  said  trust  certificates,  and  may  sell,  assign, 
transfer  and  pledge  such  bonds  and  stocks  whenever  they  may  deem 
it  advantageous  to  said  trust  so  to  do. 

"III.  The  trusts  upon  which  said  stocks  shall  be  held,  and  the  num- 
ber, powers  and  duties  of  said  trustees,  shall  be  as  follows: 

"(1.)     The  number  of  trustees  shall  be  nine. 

"(2.)  J.  D.  Rockefeller,  O.  H.  Payne  and  Wm.  Rockefeller  are  hereby 
appointed  trustees,  to  hold  their  ofiice  until  the  first  Wednesday  of 
April,  A.  D.  1885. 

"(3.)  J.  A.  Bostwick,  H.  M.  Flagler  and  W.  G.  Warden  are  hereby 
appointed  trustees,  to  hold  their  office  until  the  first  Wednesday  of 
April,  A.  D.  1884. 

"(4.)  Chas.  Pratt,  Benj.  Brewster  and  Jno.  D.  Archbold  are  hereby 
appointed  trustees,  to  hold  their  office  until  the  first  Wednesday  of 
April,  A.  D.  1883. 

"(5.)  Elections  for  trustees  to  succeed  those  herein  appointed  shall 
be  held  annually,  at  which  election  a  sufficient  number  of  trustees  shall 
be  elected  to  fill  all  vacancies  occurring  either  from  expiration  of  the 
term  of  the  office  of  trustee  or  from  any  other  cause.  All  trustees  shall 
be  elected  to  hold  their  office  for  three  years,  except  those  elected  to 
fill  a  vacancy  arising  from  any  cause,  except  expiration  of  term,  who 
shall  be  elected  for  the  balance  of  the  term  of  the  trustee  whose  place 
they  are  elected  to  fill.  Every  trustee  shall  hold  his  office  until  his 
successor  is  elected. 

"(6.)  Trustees  shall  be  elected  by  ballot  by  the  owners  of  trust 
certificates  or  their  proxies.  At  all  meetings  the  ov/ners  of  trust  certifi- 
cates, who  may  be  registered  as  such  on  the  books  of  the  trustees,  may 
vote  in  person  or  by  proxy,  and  shall  have  one  vote  for  each  and  every 
share  of  trust  certificates  standing  in  their  names,  but  no  such  owner 
shall  be  entitled  to  vote  upon  any  share  which  has  not  stood  in  his 
name  thirty  days  prior  to  the  day  appointed  for  the  election.  The 
transfer  books  may  be  closed  for  thirty  days  immediately  preceding  the 
annual  election.  A  majority  of  the  shares  represented  at  such  election 
shall  elect. 

"(7.)  The  annual  meeting  of  the  owners  of  said  trust  certificates 
for  the  election  of  trustees,  and  for  other  business,  shall  be  held  at  the 


APPENDIX.  181 

oflBce  of  the  trustees,  in  the  city  of  New  York,  on  the  first  Wednesday 
of  April  of  each  year,  unless  the  place  of  meeting  be  changed  by  the 
trustees,  and  said  meeting  may  be  adjourned  from  day  to  day  until  its 
business  is  completed.  Special  meetings  of  the  owners  of  said  trust 
certificates  may  be  called  by  the  majority  of  the  trustees  at  such  times 
and  places  as  they  may  appoint.  It  shall  also  be  the  duty  of  the  trustees 
to  call  a  special  meeting  of  holders  of  trust  certificates  whenever 
requested  to  do  so  by  a  petition  signed  by  the  holders  of  ten  per  cent 
in  value  of  such  certificates.  The  business  of  such  special  meetings 
shall  be  confined  to  the  object  specified  in  the  notice  given  therefor. 
Notice  of  the  time  and  place  of  all  meetings  of  the  owners  of  trust 
certificates  shall  be  given,  by  personal  notice  as  far  as  possible,  and 
by  public  notice  in  one  of  the  principal  newspapers  of  each  state,  in 
which  a  Standard  Oil  Company  exists,  at  least  ten  days  before  such 
meeting.  At  any  meeting  a  majority  in  value  of  the  holders  of  trust 
certificates  represented  consenting  thereto,  by-laws  may  be  made, 
amended  and  repealed,  relative  to  the  mode  of  election  of  trustees  and 
other  business  of  the  holders  of  trust  certificates,  provided,  however, 
that  said  by-laws  shall  be  in  conformity  with  this  agreement.  By-laws 
may  also  be  made,  amended  and  repealed  at  any  meeting,  by  and  with 
the  consent  of  a  majority  in  value  of  the  holders  of  trust  certificates, 
which  alter  this  agreement  relative  to  the  number,  powers  and  duties 
of  the  trustees,  and  to  other  matters  tending  to  the  more  eflBlcient  accom- 
plishment of  the  objects  for  which  the  trust  is  created,  provided  only 
that  the  essential  intents  and  purposes  of  this  agreement  be  not  thereby 
changed. 

"(8.)  Whenever  a  vacancy  occurs  in  the  board  of  trustees  more  than 
sixty  days  prior  to  the  annual  meeting  for  the  election  of  trustees,  it 
shall  be  the  duty  of  the  remaining  trustees  to  call  a  meeting  of  the 
owners  of  Standard  Oil  Trust  Certificates  for  the  purpose  of  electing  a 
trustee  or  trustees  to  fill  the  vacancy  or  vacancies.  If  any  vacancy 
occurs  in  the  board  of  trustees,  from  any  cause,  within  sixty  days  of 
the  date  of  the  annual  meeting  for  the  election  of  trustees,  the  vacancy 
may  be  filled  by  a  majority  of  the  remaining  trustees,  or,  at  their 
option,  may  remain  vacant  until  the  annual  election. 

"(9.)  If,  for  any  reason,  at  any  time,  a  trustee  or  trustees  shall  be 
appointed  by  any  court  to  fill  any  vacancy  or  vacancies  in  said  board 
of  trustees,  the  trustee  or  trustees  so  appointed  shall  hold  his  or  the 
respective  office  or  offices  only  until  a  successor  or  successors  shall 
be  elected  in  the  manner  above  provided  for. 

"(10.)  Whenever  any  change  shall  occur  in  the  board  of  trustees, 
the  legal  title  to  the  stock  and  other  property  held  in  trust  shall  pass  to 
and  vest  in  the  successors  of  said  trustees  without  any  formal  transfer 
thereof.  But  if  at  any  time  such  formal  transfer  shall  be  deemed 
necessary  or  advisable,  it  shall  be  the  duty  of  the  board  of  trustees  to 
obtain  the  same,  and  it  shall  be  the  duty  of  any  retiring  trustee  or  the 
administrator  or  executor  of  any  deceased  trustee  to  make  said  transfer. 

"(11.)     The  trustees  shall  prepare  certiflcatea  which  shall  show  the 


182                                                  APPENDIX.  I 

1 

interest  of  each  beneficiary  in  said  trust,  and  deliver  them  to  the  per-  \ 

sons  properly  entitled  thereto.     They  shall  be  divided  into  shares  of  I 

the  par  value  of  one  hundred  dollars  each,  and  shall  be  known  as  ■ 

Standard  Oil  Trust  Certificates,  and  shall  be  issued  subject  to  all  the  ' 

terms  and  conditions  of  this  agreement.    The  trustees  shall  have  power  i 

to  agree  upon  and  direct  the  form  and  contents  of  said  certificates,  and  ^ 

the  mode  in  which  they  shall  be  signed,  attested  and  transferred.    The  \ 

certificates  shall  contain  an  express  stipulation  that  the  holders  thereof  \ 

shall  be  bound  by  the  terms  of  this  agreement  and  by  the  by-laws  j 

herein  provided  for.  i 

"(12.)     No  certificates  shall  be  issued  except  for  stocks  and  bonds  j 

held  in  trust,  as  herein  provided  for,  and  the  par  value  of  certificates  j 

issued  by  said  trustees  shall  be  equal  to  the  par  value  of  the  stocks  of  | 

said  Standard  Oil  Companies,  and  the  appraised  value  of  other  bonds  1 

and  stocks  held  in  trust.     The  various  bonds,  stocks  and  monies  held  1 

under  said  trust  shall  be  held  for  all  parties  in  interest  jointly,  and  j 

the  trust  certificates  so  issued  shall  be  the  evidence  of  the  interest  held  | 

by  the  several  parties  in  this  trust.     No  duplicate  certificates  shall  be  ' 

issued  by  the  trustee,  except  upon  surrender  of  the  original  certificate  I 

or  certificates  for  cancellation,  or  upon  satisfactory  proof  of  the  loss  j 

thereof,  and  in  the  latter  case  they  shall  require  a  sufiicient  bond  of  ; 

indemnity.  i 

"(13.)     The  stocks  of  the  various  Standard  Oil  Companies  held  in  \ 

trust  by  said  trustees,  shall  not  be  sold,  assigned  or  transferred  by  said  ! 

trustees,  or  by  the  beneficiaries,  or  by  both  combined,  so  long  as  this  I 

trust  endures.     The  stocks  and  bonds  of  other  corporations,  held  by  • 

said  trustees,   may  be  by  them  exchanged  or  sold  and  the  proceeds  \ 

thereof  distributed  pro  rata  to  the  holders  of  trust  certificates,  or  said  ] 

proceeds  may  be  held  and  re-invested  by  said  trustees  for  the  purposes  j 

and  uses  of  the  trust;    provided,  however,  that  said  trustees  may,  from  ] 

time  to  time,  assign  such  shares  of  stock  of  said  Standard  Oil  Com-  ; 

panies  as  may  be  necessary  to  qualify  any  person  or  persons  chosen  \ 

or  to  be  chosen  as  directors  and  officers  of  any  of  said  Standard  Oil  ] 

Companies.  ' 

"(14.)     It  shall  be  the  duty  of  said  trustees  to  receive  and  safely  to  { 

keep  all  interests  and  dividends  declared  and  paid  upon  any  of  the  said  j 

bonds,  stocks  and  monies  held  by  them  in  trust,  and  to  distribute  all  \ 

monies  received  from  such  sources  or  from  sales  of  trust  property  or  ; 

otherwise,  by  declaring  and  paying  dividends  upon  the  Standard  Trust  \ 

certificates   as   funds  accumulate,   which,   in  their  judgment,   are  not  \ 

needed  for  the  uses  and  expenses  of  said  trust.     The  trustees  shall,  ; 

however,  keep  separate  accounts  of  receipts  from  interest  and  divi-  ; 

dends,  and  of  receipts  from  sales  or  transfers  of  trust  property,  and  in  \ 

making  any  distribution  of  trust  funds,  in  which  monies  derived  from  | 

sales  or  transfers  shall  be  included,  shall  render  the  holders  of  trust  i 

certificates  a  statement  showing  what  amount  of  the  fund  distributed  ; 

has  been  derived  from  such  sales  or  transfers.    The  said  trustees  may  \ 

be  also  authorized  and  empowered  by  a  vote  of  a  majority  in  value  I 


APPEISfDIX.  183 

of  holders  of  trust  certificates,  v/henever  stocks  or  bonds  have  accumu- 
lated in  their  hands  from  money  purchases  thereof,  or  the  stocks  or 
bonds  held  by  them  have  increased  in  value,  or  stock  dividends  shall 
have  been  declared  by  any  of  the  companies  whose  stocks  are  held  by 
said  trustees,  or  whenever,  from  any  such  cause,  it  is  deemed  advisable 
so  to  do,  to  increase  the  amount  of  trust  certificates  to  the  extent  of 
such  increase  or  accumulation  of  values,  and  to  divide  the  same  among 
the  persons  then  owning  trust  certificates  pro  rata. 

"(15.)  It  shall  be  the  duty  of  said  trustees  to  exercise  general  super- 
vision over  the  affairs  of  said  several  Standard  Oil  Companies,  and 
as  far  as  practicable,  over  the  other  companies  or  partnerships,  any 
portion  of  whose  stock  is  held  in  said  trust.  It  shall  be  their  duty  as 
stockholders  of  said  companies  to  elect  as  directors  and  ofllcers  thereof, 
faithful  and  competent  men.  They  may  elect  theniselves  to  such 
positions  when  they  see  fit  so  to  do,  and  shall  endeavor  to  have  the 
affairs  of  said  companies  managed  and  directed  in  the  manner  they 
may  deem  most  conducive  to  the  best  interests  of  the  holders  of  said 
trust  certificates. 

"(16.)  All  the  powers  of  the  trustees  may  be  exercised  by  a  majority 
of  their  number.  They  may  appoint  from  their  own  number  an  execu- 
tive and  other  committees.  A  majority  of  each  committee  shall  exer- 
cise all  the  powers  which  the  trustees  may  confer  upon  such  committee. 

"(17.)  The  trustees  may  employ  and  pay  all  such  agents  and  attor- 
neys as  they  deem  necessary  in  the  managements  of  said  trust. 

"(18.)  Each  trustee  shall  be  entitled  to  a  salary  for  his  services  not 
exceeding  twenty-five  thousand  dollars  per  annum,  except  the  president 
of  the  board,  who  may  be  votedji  salary  not  exceeding  thirty  thousand 
dollars  per  annum,  which  salaries  shall  be  fixed  by  said  board  of  trus- 
tees. All  salaries  and  expenses  connected  with,  or  growing  out  of  the 
trust,  shall  be  paid  by  the  trustees  from  the  trust  fund. 

"(19.)  The  board  of  trustees  shall  have  its  principal  office  in  the  city 
of  New  York,  unless  changed  by  vote  of  the  trustees,  at  which  office 
or  in  some  place  of  safe  deposit  in  said  city,  the  bonds  and  stocks  shall 
be  kept.  The  trustees  shall  have  power  to  adopt  rules  and  regulations 
pertaining  to  the  meetings  of  the  board,  the  election  of  officers  and  the 
management  of  the  trust. 

"(20.)  The  trustees  shall  render  at  each  annual  meeting  a  statement 
of  the  affairs  of  the  trust.  If  a  termination  of  the  trust  be  agreed 
upon  as  hereinafter  provided,  or  within  a  reasonable  time  prior  to  its 
termination  by  lapse  of  time,  the  trustees  shall  furnish  to  the  holders 
of  the  trust  certificates  a  true  and  perfect  inventory  and  appraisement 
of  all  stocks  and  other  property  held  in  trust,  and  a  statement  of  the 
financial  affairs  of  the  various  companies  whose  stocks  are  held  in 
trust. 

"(21.)  This  trust  shall  continue  during  the  lives  of  the  survivors  and 
survivor  of  the  trustees  In  this  agreement  named,  and  for  twenty-one 
years  thereafter;  provided,  however,  that  if  at  any  time  after  the 
expiration  of  ten  years  two-thirds  of  all  the  holders  in  value,  or  if  after 


184  APPENDIX. 

the  expiration  of  one  year,  ninety  per  cent  of  all  the  holders  in  value 
of  trust  certificates  shall,  at  a  meeting  of  holders  of  trust  certificates 
called  for  that  purpose,  vote  to  terminate  this  trust  at  some  time  to  be 
by  them  then  and  there  fixed,  the  said  trust  shall  terminate  at  the  date 
so  fixed.  If  the  holders  of  trust  certificates  shall  vote  to  terminate  the 
trust  as  aforesaid,  they  may,  at  the  same  meeting  or  at  a  subsequent 
meeting  for  that  purpose,  decide  by  a  vote  of  two-thirds  in  value  of 
their  number  the  mode  in  which  the  affairs  of  the  trust  shall  be  wound 
up,  and  whether  the  trust  property  shall  be  distributed  or  whether  it 
shall  be  sold  and  the  values  thereof  distributed,  or  whether  part,  and  if 
so,  what  part,  shall  be  divided  and  what  part  shall  be  sold,  and  whether 
such  sales  shall  be  public  or  private.  The  trustees,  who  shall  continue 
to  hold  their  offices  for  that  purpose,  shall  make  the  distribution  in  the 
mode  directed,  or,  if  no  mode  be  agreed  upon  by  two-thirds  in  value  as 
aforesaid,  the  trustees  shall  make  distribution  of  the  trust  property 
according  to  law.  But  said  distribution,  however  made,  and  whether 
it  be  of  property,  or  values,  or  of  both,  shall  be  just  and  equitable,  and 
such  as  to  insure  to  each  owner  of  a  trust  certificate  his  due  proportion 
of  the  trust  property  or  the  value  thereof. 

•'(22.)  If  the  trust  shall  be  terminated  by  expiration  of  the  time  for 
which  it  is  created,  the  distribution  of  the  trust  property  shall  be 
directed  and  made  in  the  mode  above  provided. 

"(23.)  This  agreement,  together  with  the  registry  of  certificates, 
books  of  accounts,  and  other  books  and  papers  connected  with  the  busi- 
ness of  said  trust,  shall  be  safely  kept  at  the  principal  office  of  said 
trustees." 

"(Signatures  omitted.) 


APPENDIX.  185 

XV. 

SUPPLEMENTAL  AGKEEMENT. 

"Whereas,  in  and  by  an  agreement  dated  January  2,  1882,  and  known 
as  the  Standard  Trust  Agreement,  the  parties  thereto  did  mutually 
covenant  and  agree,  inter  alia,  as  follows,  to-wit:  That  corporations 
to  he  known  as  Standard  Oil  Companies,  of  various  states,  should  be 
formed,  and  that  all  of  the  property,  real  and  personal,  assets  and 
business  of  each  and  all  of  the  corporations  and  limited  partnerships 
mentioned  or  embraced  in  class  first  of  said  agreement  should  be  trans- 
ferred to  and  vested  in  the  said  several  Standard  Oil  Companies;  that 
all  of  the  property,  assets  and  business  in  or  of  each  particular  state 
should  be  transferred  to  and  vested  in  the  Standard  Oil  Company  of 
that  particular  state,  and  the  directors  and  managers  of  each  and 
all  of  the  several  corporations  and  associations  mentioned  in  class 
first  were  authorized  and  directed  to  sell,  assign,  transfer  and 
convey  and  make  over  to  the  Standard  Oil  Company  or  compa- 
nies of  the  proper  .state  or  states,  as  soon  as  said  corporations 
were  organized  and  ready  to  receive  the  same,  all  the  property, 
real  and  personal,  assets  and  business  of  said  corporations  or 
associations;  and,  whereas,  it  is  not  deemed  expedient  that  all  of 
the  companies  and  associations  mentioned  should  transfer  their  prop- 
erty to  the  said  Standard  Oil  Companies  at  the  present  time,  and  in 
case  of  some  companies  and  associations  it  may  never  be  deemed 
expedient  that  the  said  transfer  should  be  made,  and  said  companies 
and  associations  go  out  of  existence;  and,  whereas,  it  is  deemed  advis- 
able that  a  discretionary  power  should  be  vested  in  the  trustees  as  to 
when  such  transfer  or  transfers  should  take  place,  if  at  all. 

"Now,  it  is  hereby  mutually  agreed  between  the  parties  to  the  said 
trust  agreement,  and  as  supplementary  thereto,  that  the  trustees  named 
in  the  said  agreement  and  their  successors  shall  have  the  power  and 
authority  to  decide  what  companies  shall  convey  their  said  property 
as  in  said  agreement  contemplated,  and  when  the  said  sales  and  trans- 
fers shall  take  place,  if  at  all,  and  until  said  trustees  shall  so  decide, 
each  of  said  companies  shall  remain  in  existence  and  retain  its  prop- 
erty and  business,  and  the  trustees  shall  hold  the  stocks  thereof  in 
trust,  as  in  said  agreement  provided.  In  the  exercise  of  said  discretion 
the  trustees  shall  act  by  a  majority  of  their  number,  as  provided  in 
said  trust  agreement.  All  portions  of  said  trust  agreement  relating 
to  this  subject  shall  be  considered  so  changed  as  to  be  in  harmony  with 
this  supplemental  agreement. 

"In  witness  whereof,  the  said  parties  have  subscribed  this  agreement, 
this  4th  day  of  January,  1882." 

"(Signatures  omitted.)" 


186  APPENDIX. 


XVI. 

"THE  sherma:n-  a^ti-trust  act." 

(26  U.  S.  Stat.  209.) 

AN  ACT  to  protect  trade  and  commerce  against  unlawful  restraints 
and  monopolies. 

Be  it  enacted  by  the  senate  and  house  of  representatives  of  the 
United  States  of  America  in  congress  assembled: 

Section  1.  Every  contract,  combination  in  the  form  of  trust  or 
otherwise,  or  conspiracy,  in  restraint  of  trade  or  commerce  among 
the  several  states,  or  with  foreign  nations,  is  hereby  declared  to  be 
illegal.  Every  person  who  shall  make  any  such  contract  or  engage  in 
any  such  combination  or  conspiracy  shall  be  deemed  guilty  of  a 
misdemeanor,  and,  on  conviction  thereof,  shall  be  punished  by  fine 
not  exceeding  five  thousand  dollars,  or  by  imprisonment  not  exceeding 
one  year,  or  by  both  said  punishments,  in  the  discretion  of  the  court. 

Sec.  2.  Every  person  who  shall  monopolize,  or  attempt  to  monopo- 
lize or  combine  or  conspire  with  any  other  person  or  persons,  to 
monopolize  any  part  of  the  trade  or  commerce  among  the  several 
states,  or  with  foreign  nations,  shall  be  deemed  guilty  of  a  misde- 
meanor, and  on  conviction  thereof  shall  be  punished  by  fine  not  exceed- 
ing five  thousand  dollars,  or  by  imprisonment  not  exceeding  one  year, 
or  by  both  said  punishments,  in  the  discretion  of  the  court. 

Sec.  3.  Every  contract,  combination  in  form  of  trust  or  otherwise, 
or  conspiracy,  in  restraint  of  trade  or  commerce  in  any  territory  of 
the  United  States  or  of  the  District  of  Columbia,  or  in  restraint  of 
trade  or  commerce  between  any  such  territory  and  another,  or  be- 
tween any  such  territory  or  territories  and  any  state  or  states  or  the 
District  of  Columbia,  or  with  foreign  nations,  or  between  the  District 
of  Columbia  and  any  state  or  states  or  foreign  nations,  is  hereby 
declared  illegal.  Every  person  who  shall  make  any  such  contract  or 
engage  in  any  such  combination  or  conspiracy  shall  be  deemed  guilty 
of  a  misdemeanor,  and,  on  conviction  thereof,  shall  be  punished  by 
fine  not  exceeding  five  thousand  dollars  or  by  imprisonment  not 
exceeding  one  year,  or  by  both  said  punishments,  in  the  discretion  of 
the  court. 

Sec.  4.  The  several  circuit  courts  of  the  United  States  are  hereby 
Invested  with  jurisdiction  to  prevent  and  restrain  violations  of  this 
act;  and  it  shall  be  the  duty  of  the  several  district  attorneys  of  the 
United  States,  in  their  respective  districts,  under  the  direction  of  the 
attorney-general,   to  institute  proceedings   in   equity  to  prevent  and 


APPENDIX.  187 

restrain  such  violations.  Such  proceedings  may  be  by  way  of  petition 
setting  forth  the  case  and  praying  that  such  violation  shall  be 
enjoined  or  otherwise  prohibited.  When  the  parties  complained  of 
shall  have  been  duly  notified  of  such  petition  the  court  shall  proceed, 
as  soon  as  may  be,  to  the  hearing  and  determination  of  the  case;  and 
pending  such  petition  and  before  final  decree  the  court  may  at  any 
time  make  such  temporary  restraining  order  or  prohibition  as  shall 
be  deemed  just  in  the  premises. 

Sec.  5.  Whenever  it  shall  appear  to  the  court  before  which  any 
proceeding  under  section  four  of  this  act  may  be  pending,  that  the 
ends  of  justice  require  that  other  parties  should  be  brought  before 
the  court,  the  court  may  cause  them  to  be  summoned,  whether  they 
reside  in  the  district  in  which  the  court  is  held  or  not;  and  subpoenas 
to  that  end  may  be  served  in  any  district  by  the  marshal  thereof. 

Sec.  6.  Any  property  owned  under  any  contract  or  by  any  combi- 
nation, or  pursuant  to  any  conspiracy  (and  being  the  subject  thereof) 
mentioned  in  section  one  of  this  act,  and  being  in  the  course  of 
transportation  from  one  state  to  another,  or  to  a  foreign  country,  shall 
be  forfeited  to  the  United  States,  and  may  be  seized  and  condemned 
by  like  proceedings  as  those  provided  by  law  for  the  forfeiture,  seizure 
and  condemnation  of  property  imported  into  the  United  States  con- 
trary to  law. 

Sec.  7.  Any  person  who  shall  be  injured  in  his  business  or  property 
by  any  other  person  or  corporation  by  reason  of  anything  forbidden 
or  declared  to  be  unlawful  by  this  act,  may  sue  therefor  in  any  circuit 
court  of  the  United  States  in  the  district  in  which  the  defendant 
resides  or  is  found,  without  respect  to  the  amount  in  controversy,  and 
shall  recover  three  fold  the  damages  by  him  sustained,  and  the  costs 
of  suit,  including  a  reasonable  attorney's  fee. 

Sec.  8.  That  the  word  "person"  or  "persons"  vrherever  used  in  this 
act  shall  be  deemed  to  include  corporations  and  associations  existing 
under  or  authorized  by  the  laws  of  either  the  United  States,  the  laws 
of  any  of  the  territories,  the  laws  of  any  state,  or  the  laws  of  any 
foreign  country. 

Approved  July  2,  1890.i 

1  For  decisions  construing  the  above  act  see  the  following:  U.  S. 
V.  Jellico  M.  C.  &  C.  Co.,  46  Fed.  R.,  432,  43  Fed.  R.,  898,  2  Indus.  Com. 
R.,  34;  Bishop  v.  American  Preservers'  Co.,  51  Fed.  R.,  272,  2  Indus. 
Com.  R.,  35;  U.  S.  v.  Greenhut,  51  Fed.  R.,  205,  213,  2  Indus.  Com.  R., 
35-6;  U.  S.  V.  Nelson,  52  Fed.  R.,  646,  2  Indus.  Com.  R.,  36;  Blindell  v. 
Hagan,  54  Fed.  R.,  40,  2  Indus.  Com.  R.,  37;  U.  S.  v.  Patterson,  55 
Fed.  R.,  605,  2  Indus.  Com.  R.,  37;  U.  S.  v.  Workingmen's  Amal. 
Council.  54  Fed.  R.,  994,  2  Indus.  Com.  R.,  38;  Waterhouse  v.  Comer, 
55  Fed.  R.,  149,  2  Indus.  Com.  R.,  38;  Dueber  Watch  C.  Mfg.  Co.  v. 
Howard  etc.  Co.,  55  Fed.  R.,  851,  2  Indus.  Com.  R.,  39;  U.  S.  v.  Debs, 
64  Fed.  R.,  724,  158  U.  S.,  564,  2  Indus.  Com.  R.,  39;  U.  S.  v.  E.  C. 
Knight  Co.,  156  U.  S.,  1,  2  Indus.  Com.  R.,  39;  Pidcock  v.  Harrington, 
64  Fed.  R.,  821;  American  Soda  Fountain  Co.  v.  Green,  69  Fed.  R., 
333,  2  Indus.  Com.  R.,  40;  Greer  Mills  &  Co.  v.  Stcller,  77  Fed.  R.,  1; 


188  APPENDIX. 

U.  S.  V.  Addyston  Pipe  Co.,  78  Fed.  R.,  712,  85  Fed.  R.,  271,  176  U.  S., 
211,  2  Indus.  Com.  R.,  41;  In  re  Grice,  79  Fed.  R.,  627,  2  Indus.  Com.  R., 
47;  U.  S.  V.  Trans-Mo.  Frt.  Ass'n,  166  U.  S.,  290,  2  Indus.  Com.  R.,  48; 
U.  S.  V.  Hopkins,  82  Fed.  R.,  529,  171  U.  S.,  578,  2  Indus.  Com.  R.,  49; 
U.  S.  V.  Coal  Dealers'  Ass'n,  85  Fed.  R.,  252,  2  Indus.  Com.  R.,  50; 
Anderson  v.  U.  S.,  171  U.  S.,  604,  2  Indus.  Com.  R.,  51;  U.  S.  v.  Joint 
Traffic  Ass'n,  76  Fed.  R.,  895,  89  Fed.  R.,  1020,  171  U.  S.,  505,  2  Indus. 
Com.  R.,  51;  Gulf  C.  &  S.  F.  Ry.  v.  Miami  S.  S.  Co.,  86  Fed.  R.,  407; 
Southern  Ind.  Exp.  Co.  v.  U.  S.  Exp.  Co.,  88  Fed.  R.,  659,  92  Fed.  R., 
1022;  Dickerman  v.  Northern  Trust  Co.,  176  U.  S.,  181,  2  Indus.  Com. 
R.,  52;  Liverpool  &  L.  &  G.  Ins.  Co.  v.  Clunie,  88  Fed.  R.,  160;  Cravens 
V.  Carter-Crume  Co.,  92  Fed.  R.,  479;  Lowry  v.  Tile,  Mantel  &  G. 
Ass'n,  98  Fed.  R.,  817,  106  Fed.  R.,  38;  Gibbs  v.  McNeeley,  102  Fed.  R., 
594,  107  Fed.  R.,  210;  City  of  Atlanta  v.  Chattanooga  Foundry  &  P.  Co., 
101  Fed.  R.,  900;  Bishop  v.  Am.  Preservers'  Co.,  105  Fed.  R.,  845;  U.  S. 
V.  Ches.  &  Ohio  Fuel  Co.,  105  Fed.  R.,  93. 


APPENDIX.  189 


XVIL 
MICHIGAN  ANTI-TEUST  ACTS. 

LAWS  OF  1889,  ACT  225. 

AN  ACT  declaring  certain  contracts,  agreements,  understandings,  and 
combinations  unlawful,  and  to  provide  punishment  for  those  who 
shall  enter  into  the  same  or  do  any  act  in  performance  thereof. 

Section  1.  That  all  contracts,  agreements,  understandings  and  com- 
binations made,  entered  into,  or  knowingly  assented  to,  by  and  be- 
tween any  parties  capable  of  making  a  contract  or  agreement  which 
would  be  valid  at  law  or  in  equity,  the  purpose  or  object  or  intent  of 
which  shall  be  to  limit,  control,  or  in  any  manner  to  restrict  or  regu- 
late the  amount  of  production  or  the  quantity  of  any  article  or  com- 
modity to  be  raised  or  produced  by  mining,  manufacture,  agriculture 
or  any  other  branch  of  business  or  labor,  or  to  enhance,  control  or 
regulate  the  market  price  thereof,  or  in  any  manner  to  prevent  or 
restrict  free  competition  in  the  production  or  sale  of  any  such  article 
or  commodity,  shall  be  utterly  illegal  and  void,  and  every  such  con- 
tract, agreement,  understanding  and  combination  shall  constitute  a 
criminal  conspiracy.  And  every  person  who,  for  himself  personally, 
or  as  a  member  or  in  the  name  of  a  partnership,  or  as  a  member, 
agent,  or  officer  of  a  corporation  or  of  any  association  for  business 
purposes  of  any  kind,  who  shall  enter  into  or  knowingly  consent  to 
any  such  void  and  illegal  contract,  agreement,  understanding  or  com- 
bination, shall  be  deemed  a  party  to  such  conspiracy.  And  all  parties 
so  offending  shall,  on  conviction  thereof,  be  punished  by  fine  of  not 
less  than  fifty  dollars,  nor  more  than  three  hundred  dollars,  or  by 
imprisonment  in  the  county  jail  not  more  than  six  months  or  by 
both  such  fine  and  imprisonment,  at  the  discretion  of  the  court.  And 
the  prosecution  for  offenses  under  this  section  may  be  instituted  and 
the  trial  had  in  any  county  where  any  of  the  conspirators  became 
parties  to  such  conspiracy,  or  in  which  any  of  the  conspirators  shall 
reside.  Provided,  however,  that  this  section  shall  in  no  manner  in- 
validate or  affect  contracts  for  what  is  known  and  recognized  at 
common  law  and  in  equity  as  contracts  for  the  "Good  will  of  a  Trade 
or  Business;"  but  that  such  contracts  shall  be  left  to  stand  upon  the 
same  terms  and  within  the  same  limitations  recognized  at  common 
law  and  in  equity. 

Sec.  2.  Every  contract,  agreement,  understanding,  and  combination 
declared  void  and  illegal  by  the  first  section  of  this  act  shall  be  equally 


190  APPENDIX. 

void  and  illegal  within  this  state,  whether  made  and  entered  Into 
within  or  without  this  state. 

Sec.  3.  The  carrying  into  effect,  in  whole  or  in  part,  of  any  such 
illegal  contract,  agreement,  understanding  or  combination  as  men- 
tioned in  the  first  section  of  this  act  and  every  act  which  shall  be  done 
for  that  purpose  by  any  of  the  parties  or  through  their  agency  or  the 
agency  of  any  one  of  them,  shall  constitute  a  misdemeanor,  and  on 
conviction  the  offenders  shall  be  punished  by  imprisonment  in  the 
state  prison  not  more  than  one  year,  or  in  the  county  jail  not  more 
than  six  months,  or  by  fine  not  less  than  one  hundred  nor  more  than 
five  hundred  dollars,  or  by  both  such  fine  and  imprisonment  in  the 
discretion  of  the  court. 

Sec.  4.  Any  corporation  now  or  hereafter  organized  under  the  laws 
of  this  state,  which  shall  enter  into  any  contract,  agreement,  under- 
standing or  combination  declared  illegal  and  criminal  by  the  first 
section  of  this  act,  or  shall  do  any  act  towards  or  for  the  purpose  of 
carrying  the  same  into  effect  in  whole  or  in  part,  and  who  shall  not 
within  thirty  days  from  the  time  when  this  act  shall  take  effect,  with- 
draw its  assent  thereto  and  repudiate  the  same  and  file  in  the  office  of 
the  secretary  of  state  such  refusal  and  repudiation  under  its  corporate 
seal,  shall  forfeit  its  charter  and  all  its  rights  and  franchises  there- 
under. 

Sec.  5.  It  shall  be  the  duty  of  the  attorney-general  upon  his  own 
relation,  or  upon  the  relation  of  any  private  person,  whenever  he  shall 
have  good  reasons  to  believe  that  the  same  can  be  established  by 
proofs,  to  file  an  information  in  the  nature  of  a  quo  warranto  against 
any  corporation  offending  against  any  of  the  provisions  of  this  act; 
and  thereupon  the  same  proceedings  shall  be  had  as  provided  by 
chapter  298  of  Howell's  Annotated  Statutes,  relating  to  proceedings  of 
information  in  the  nature  of  quo  warranto,  against  corporations 
offending  against  any  of  the  provisions  of  the  act  or  acts  creating, 
altering  or  renewing  such  corporations,  and  in  other  cases. 

Sec.  6.  The  provisions  of  this  act  shall  not  apply  to  agricultural 
products  or  live  stock  while  in  the  hands  of  the  producer  or  raiser, 
nor  to  the  services  of  laborers  or  artisans  who  are  formed  into  socie- 
ties or  organizations  for  the  benefit  and  protection  of  their  members. 

Sec.  7.  It  shall  be  the  duty  of  the  secretary  of  state  to  cause  this 
act  to  be  published  for  four  successive  weeks  in  some  daily  paper  in 
each  of  the  cities  of  Lansing,  Detroit,  Grand  Rapids  and  Marquette, 
commencing  within  ten  days  after  this  act  shall  take  effect,  and  he 
shall  also  within  the  same  time  cause  to  be  mailed  to  the  corporations, 
whose  articles  of  association  are  on  file  in  his  office,  a  printed  copy  of 
this  act,  with  a  notice  calling  special  attention  thereto. 

Approved  July  1,  1889. 


APPENDIX,  191 


LAWS   OF  1899,  ACT   49. 


AN  ACT  to  prevent  trusts,  monopolies  and  combinations  of  capital,  skill 
or  arts,  to  create  or  carry  out  restriction  in  trade  or  commerce; 
to  limit  or  reduce  the  production,  or  increase  or  reduce  the 
price,  of  merchandise  or  any  commodity;  to  prevent  competition 
in  manufacturing,  making,  transportation,  sale  or  purchase  of 
merchandise,  produce  or  any  commodity;  to  fix  at  any  standard 
or  figure,  whereby  its  price  to  the  public  or  consumer  shall  be  in 
any  manner  controlled  or  established,  any  article  or  commodity 
of  merchandise,  produce  or  commerce  intended  for  sale,  barter, 
use  or  consumption. 
The  People  of  the  State  of  Michigan  enact: 

Section  1.  That  a  trust  is  a  combination  of  capital,  skill  or  arts 
by  two  or  more  persons,  firms,  partnerships,  corporations  or  associa- 
tions of  persons,  or  of  any  two  or  more  of  them,  for  either,  any  or 
all  of  the  following  purposes: 

1.  To  create  or  carry  out  restrictions  in  trade  or  commerce; 

2.  To  limit  or  reduce  the  production,  or  increase  or  reduce  the 
price  of,  merchandise  or  any  commodity; 

3.  To  prevent  competition  in  manufacturing,  making,  transporta- 
tion, sale  or  purchase  of  merchandise,  produce  or  any  commodity; 

4.  To  fix  at  any  standard  or  figure,  whereby  its  price  to  the  public 
or  consumer  shall  be  in  any  manner  controlled  or  established,  any 
article  or  comm.odity  of  merchandise,  produce  or  commerce  intended 
for  sale,  barter,  use  or  consumption  in  this  state; 

5.  It  shall  hereafter  be  unlawful  for  two  or  more  persons,  firms, 
partnerships,  corporations  or  associations  of  persons,  or  of  any  two 
or  more  of  them,  to  make  or  enter  into  or  execute  or  carry  out  any 
contracts,  obligations  or  agreements  of  any  kind  or  description,  by 
which  they  shall  bind  or  have  bound  themselves  not  to  sell,  dispose  of 
or  transport  any  article  or  any  commodity  or  any  article  of  trade,  use, 
merchandise,  commerce  or  consumption  below  a  common  standard 
figure  or  fixed  value,  or  by  which  they  shall  agree  in  any  manner  to 
keep  the  price  of  such  article,  commodity  or  transportation  at  a  fixed 
or  graduated  figure,  or  by  which  they  shall  in  any  manner  establish 
or  settle  the  price  of  any  article,  commodity  or  transportation  between 
them  or  themselves  and  others,  so  as  to  directly  or  indirectly  preclude 
a  free  and  unrestricted  competition  among  themselves,  or  any  pur- 
chasers or  consumers,  in  the  sale  or  transportation  of  any  such  article 
or  commodity,  or  by  which  they  shall  agree  to  pool,  combine  or 
directly  or  indirectly  unite  any  interests  that  they  may  have  connected 
with  the  sale  or  transportation  of  any  such  article  or  commodity,  that 
its  price  might  in  any  manner  be  affected.  Every  such  trust  as  is 
defined  herein  is  declared  to  be  unlawful,  against  public  policy  and 
void. 

Sec.  2.    For  a  violation  of  any  of  the  provisions  of  this  act  by  any 


192  APPENDIX. 

corporation  or  association  mentioned  herein,  it  shall  be  the  duty  of 
the  attorney  general,  or  the  prosecuting  attorney  of  the  proper  county, 
to  institute  proper  suits  or  quo  warranto  proceedings  in  the  court  of 
competent  jurisdiction  in  any  of  the  county  seats  in  the  state  where 
such  corporation  or  association  exists  or  does  business,  or  may  have  a 
domicile.  And  when  such  suit  is  instituted  by  the  attorney  general  in 
quo  warranto,  he  may  also  begin  any  such  suit  in  the  supreme  court 
of  the  state,  or  the  circuit  court  of  Ingham,  Kent  or  Wayne  counties, 
for  the  forfeiture  of  its  charter  rights,  franchises  or  privileges  and 
powers  exercised  by  such  corporation  or  association,  and  for  the  dis- 
solution of  the  same  under  the  general  statutes  of  the  state. 

Sec.  3.  Every  foreign  corporation,  as  well  as  any  foreign  associa- 
tion, exercising  any  of  the  powers,  franchises  or  functions  of  a  cor- 
poration in  this  state,  violating  any  of  the  provisions  of  this  act,  is 
hereby  denied  the  right  and  prohibited  from  doing  any  business  in  this 
state,  and  it  shall  be  the  duty  of  the  attorney  general  to  enforce  this 
provision  by  bringing  proper  proceedings  in  quo  warranto  in  the 
supreme  court,  or  the  circuit  court  of  the  county  in  which  defendant 
resides  or  does  business,  or  other  proper  proceedings  by  injunction 
or  otherwise.  The  secretary  of  state  shall  be  authorized  to  revoke  the 
certificate  of  any  such  corporation  or  association,  heretofore  authorized 
by  him  to  do  business  in  this  state. 

Sec.  4.  Any  violation  of  either  or  all  of  the  provisions  of  this  act 
shall  be  and  is  hereby  declared  a  conspiracy  against  trade,  and  any 
person  who  may  become  engaged  in  any  such  conspiracy  or  take  part 
therein,  or  aid  or  advise  in  its  commission,  or  v/ho  shall  as  principal, 
manager,  director,  agent,  servant  or  employer,  or  in  any  other  capacity, 
knowingly  carry  out  any  of  the  stipulations,  purposes,  prices,  rates,  or 
furnish  any  information  to  assist  in  carrying  out  such  purposes,  or 
orders  thereunder  or  in  pursuance  thereof,  shall  be  punished  by  a 
fine  of  not  less  than  fifty  dollars  nor  more  than  five  thousand  dollars, 
or  be  imprisoned  not  less  than  six  months  nor  more  than  one  year,  or 
by  both  such  fine  and  imprisonment.  Each  day's  violation  of  this 
provision  shall  constitute  a  separate  offense. 

Sec.  5.  In  any  indictment  for  any  offense  named  in  this  act,  it  is 
sufficient  to  state  the  purpose  or  effects  of  the  trust  or  combination, 
and  that  the  accused  is  a  member  of,  acted  with  or  in  pursuance  of  it, 
or  aided  or  assisted  in  carrying  out  its  purposes,  without  giving  its 
name  or  description,  or  how,  when  and  where  it  was  created. 

Sec.  6.  In  prosecutions  under  this  act,  it  shall  be  sufficient  to  prove 
that  a  trust  or  combination,  as  defined  herein,  exists,  and  that  the 
defendant  belonged  to  it,  or  acted  for  or  in  connection  with  it,  without 
proving  all  the  members  belonging  to  it,  or  proving  or  producing  any 
article  of  agreement,  or  any  written  instrument  on  which  it  may  have 
been  based ;  or  that  it  was  evidenced  by  any  written  instrument  at  all. 
The  character  of  the  trust  or  combination  alleged  may  be  established 
by  proof  of  its  general  reputation  as  such. 


APPENDIX.  193 

Sec.  7.  Each  and  every  firm,  person,  partnership,  corporation  or 
association  of  persons,  who  shall  in  any  manner  violate  any  of  the 
provisions  of  this  act,  shall  for  each  and  every  day  that  such  viola- 
tions shall  be  committed  or  continued,  after  due  notice  given  by  the 
attorney  general  or  any  prosecuting  attorney,  forfeit  and  pay  the  sum 
of  fifty  dollars,  which  may  be  recovered  in  the  name  of  the  state,  in 
any  county  where  the  offense  is  committed,  or  where  either  of  the 
offenders  reside.  And  it  shall  be  the  duty  of  the  attorney  general,  or 
the  prosecuting  attorney  of  any  county  on  the  order  of  the  attorney 
general,  to  prosecute  for  the  recovery  of  the  same.  When  the  action 
is  prosecuted  by  the  attorney  general  against  a  corporation  or  associa- 
tion of  persons,  he  may  begin  the  action  in  the  circuit  court  of  the 
county  in  which  defendant  resides  or  does  business. 

Sec.  8.  That  any  contract  or  agreement  in  violation  of  the  pro- 
visions of  this  act  shall  be  absolutely  void  and  not  enforceable  either 
in  law  or  equity. 

Sec.  9.  That  the  provisions  hereof  shall  be  held  cumulative  of  each 
other  and  of  all  other  laws  in  any  way  affecting  them  now  in  force 
in  this  state. 

Sec.  10.  It  shall  not  be  lawful  for  any  person,  partnership,  associa- 
tion or  corporation,  or  any  agent  thereof,  to  issue  or  to  own  trust 
certificates,  or  for  any  person,  partnership,  association  or  corporation, 
agent,  officer  or  employe,  or  the  directors  or  stockholders  of  any 
corporation,  to  enter  into  any  combination,  contract  or  agreement  with 
any  person  or  persons,  corporation  or  corporations,  or  with  any  stock- 
holder or  director  thereof,  the  purpose  and  effect  of  which  combina- 
tion, contract  or  agreement  shall  be  to  place  the  management  or  con- 
trol of  such  combination  or  combinations,  or  the  manufactured  product 
thereof,  in  the  hands  of  any  trustee  or  trustees  with  the  intent  to  limit 
or  fix  the  price  or  lessen  the  production  and  sale  of  any  article  of 
commerce,  use  or  consumption,  or  to  prevent,  restrict  or  diminish  the 
manufacture  or  output  of  any  such  article,  and  any  person,  partner- 
ship, association  or  corporation  that  shall  enter  into  any  such  combi- 
nation, contract  or  agreement  for  the  purpose  aforesaid  shall  be 
deemed  guilty  of  a  misdemeanor,  and  on  conviction  thereof,  shall  be 
punished  by  a  fine  not  less  than  fifty  dollars,  nor  more  than  one  thou- 
sand dollars. 

Sec.  11.  In  addition  to  the  criminal  and  civil  penalties  herein  pro- 
vided, any  person  who  shall  be  injured  in  his  business  or  property 
by  any  other  person  or  corporation  or  association  or  partnership,  by 
reason  of  anything  forbidden  or  declared  to  be  unlawful  by  this  act, 
may  sue  therefor  in  any  court  having  jurisdiction  thereof  in  the 
county  where  the  defendant  resides  or  is  found,  or  any  agent  resides 
or  is  found,  or  where  service  may  be  obtained,  without  respect  to  the 
amount  in  controversy,  and  to  recover  two-fold  the  damages  by  him 
sustained,  and  the  costs  of  suit.  Whenever  it  shall  appear  to  the 
court  before  which  any  proceedings  under  this  act  may  be  pending, 
13 


194  APPENDIX. 

that  the  ends  of  justice  require  that  other  parties  shall  be  brought 
before  the  court,  the  court  may  cause  them  to  be  made  parties  defend- 
ant and  summoned,  whether  they  reside  in  the  county  where  such 
action  is  pending,  or  not. 

Sec.  12.  The  word  "person"  or  "persons"  whenever  used  in  this 
act,  shall  be  deemed  to  include  corporations,  partnerships  and  associa- 
tions existing  under  or  authorized  by  the  laws  of  the  state  of  Michigan, 
or  any  other  state,  or  any  foreign  country. 

Sec.  13.  All  acts  or  parts  of  acts  contravening  the  provisions  of  this 
act  are  hereby  repealed. 

[Took  effect  September  22,  1899.]i 

1  See  David  M.  Richardson  v.  Christian  H.  Buhl  and  Russell  A. 
Alger,  77  Mich.,  632;  Western  Woodenware  Ass'n  v.  Starkey,  84  Mich., 
76;  Daniel  Lovejoy  and  E.  W.  Lovejoy  v.  Jacob  Michels,  88  Mich.,  15; 
Bingham  v.  Brands,  119  Mich.,  255;  Clark  v.  Needham — Mich. — , 
51  L.  R.  A.,  785. 


INDEX 


[THE  REFERENCES  ARE  TO  THE  PAGES.]  ^ 

A.  \ 

Acceptance,  of  offer  to  exchange  shares  for  shares  of  United  States  Steel  ' 

Corporation,  2,  120,  122,  124,  130.  J 

Acts,  anti-trust,  92,  94,  186, 189,  191.  i 
Agreement,  Standard  Oil  trust,  76,  177,  185. 

forming  United  States  Steel  Corporation,  27,  76,  115-131.  • 

Allied  interests,  with  U.  S.  Steel  Corporation,  5-8,  47n.  \ 

Allis-Chalmers  Co.,  alliance  with  U.  S.  Steel  Corporation,  7.  } 

Amendments  of  by-laws,  73,  148,  163,  175.  ; 

American  Bridge  Company,  exchange  of  shares  for  those  of  U.  S.  Steel  s 

Corporation,  2,  30,  108,  124,  130.  \ 

American  Sheet  Steel  Co.,  exchange  of  shares  for  those  of  U.  S.  Steel                   I 

Corporation,  1,  30,  108,  116,  120,  122.  J 

American  Shipbuilding  Co.,  alliance  with  U.  S.  Steel  Corporation,  8.  < 

retained  by  Carnegie  Co.,  25.  \ 

American  Steel  Hoop  Co.,  exchange  of  shares  for  those  of  U.  S.  Steel                   ] 

Corporation,  1,  30,  108,  116,  120,  122.  \ 

American  Steel  and  Wire  Co.,  cash  required  in  organization,  22.  j 

exchange  of  shares  for  those  of  U.  S.  Steel  Corporation,  1,  30,  108,  I 

116,  120,  122.  l 

threatened  competition  from  Carnegie  Co.,  25.  \ 

American  Tin  Can  Co.,  alliance  with  U.  S.  Steel  Corporation,  6.  \ 

American  Tin  Plate  Co.,  exchange  of  shares  for  those  of  U.  S.  Steel                   \ 

Corporation,  1,  30,  108,  116,  120,  122.  \ 

Anthracite  Coal,  product  of  United  States,  5.  \ 

Anti-trust  acts,  92,  94,  186,  189,  191.  ' 

and  the  U.  S.  Steel  Corporation,  92,  94.  ■ 

Michigan,  92,  189,  191. 

National,  94,  186.  \ 

Appendix,  115.  ! 

Articles  of  incorporation,  see  Charter.  ; 

Ashland,  Wis.,  harbor  for  transporting  ore,  38.  ; 

Atlantic  Transport  Line,  6.  i 
Auditor,  powers  of,  56,  144,  146,  160,  172. 

Authorities,  summary  of  references  to,  114.  j 
Automatic  ore  loaders,  36. 

unloaders,  40.  J 

195  i 


196  INDEX. 

[THE  REFERENCES  ARE  TO  THE  PAGES.] 

B. 

Banks,  clearings  of  in  1900,  21. 

National,  loans  in  1900,  21. 

New  York  City,  financial  position  of,  21-22. 
Barbed  wire,  control  by  U.  S.  Steel  Corporation,  5,  46,  50,  112. 
Bessemer  steel  ore,  control  by  U.  S.  Steel  Corporation,  36. 
Bethlehem  Steel  &  Iron  Co.,  acquired  by  U.  S.  Steel  Corp.,  4n.,  47n. 
Bicycle  tubing,  control  by  U.  S.  Steel  Corporation,  4n,  47n. 
Bituminous  coal,  reported  control  by  J.  P.  Morgan,  7. 
Blast  furnaces,  capacity  of,  42. 

capital  required  to  operate,  42-3. 

cost  of,  42. 

raw  material  required  daily,  42. 

time  required  to  build,  42. 

U.  S.  Steel  Corporation,  5,  42,  49,  112. 
Board  of  directors,  see  Directors;  By-laws. 
Books,  inspection  of  corporate,  Carnegie  Co.,  151,  161. 
Federal  Steel  Co.,  166,  174. 
U.  S.  Steel  Corporation,  53,  7o,  136,  145,  146. 
Bonds,  Carnegie  Co.,  2,  25,  28,  110,  115. 

U.  S.  Steel  Corporation,  2,  25,  28-9,  110,  115,  118. 
Bridges,  building  of,  control  by  U.  S.  Steel  Corporation,  5,  46,  50,  112. 

product  of  United  States  and  U.  S.  Steel  Corporation,  50,  112. 
Building  powers,  U.  S.  Steel  Corporation,  51,  132. 
Business  powers,  U.  S.  Steel  Corporation,  51,  J32. 
By-laws,  Carnegie  Co.,  155. 

Federal  Steel  Co.,  168. 

U.  S.  Steel  Corporation,  138. 

Provisions  of: 

1.    Amendments,  C.i  158,  163;  F.2  175;  U.  S.3  148. 
unrepealable  provisions,  F.  175. 

2.  Board  of  Directors,  see  Directors,  C.  155,  158;  F.  168;  U.  S. 

140. 

3.  Books,  inspection  of,  see  Inspection  of  Books  (see  Charter), 

C.  161;  F.  174. 

4.  Capital,  see  Capital  Stock;   Charter,  C.  161;  F.  174;  U.  S.  147. 

working  see  Working  Capital,  U.  S.  148. 

5.  Capital  stock, 

1.  Certificates  of,  C.  159,  160-1;    F.  174;    U.  S.  145,  7. 

cancellation,  C.  161;  F.  174;  U.  S.  147. 

lost,  C.  161;  F.  ]74. 

surrender,  C.  161;   F.  174;  U.  S.  147. 

2.  Dividends,  C.  162;    F.  176;    U.  S.  147. 

3.  Held  in  other  companies,  C.  161;    F.  175;   U.  S.  147. 

4.  Transfer  of,  C.  161;  F.  174;    U.  S.  147. 

closing  books,  C.  156;  F.  168;  U.  S.  147. 
regulation,  C.  161;  F.  174;  U.  S.  147. 
^C— Carnegie  Co.    »F.— Federal  Steel  Co.    »U.  S.— U.  S.  Steel  Corporation. 


INDEX.  197 

[THE  REFERENCES  ARE  TO  THE  PAGES.] 

5.  Voting  stock  held  in  other  companies,  C.  162;    F.  175; 
U.  S.  146. 

6.  Certificates,  see  Capital  Stock,  No.  5,  supra,  C.  159,  160-1; 

F.  174;   U.  S.  145,  7. 

7.  Checks,  drawing,  C.  159;    F.  174;    U.  S.  145. 

8.  Closing  books,  see  Capital  Stock,  No.  5,  4,  supra,  C.  156;   F. 

168;  U.  S.  147. 

9.  Committees,  executive,  see  Executive  Committee,   No.   15, 

infra,  F.  173;   U.  S.  143. 
finance,  see  Finance  Committee,  No.  16,  infra,  U.  S.  143. 
standing,  C.  159;  F.  173. 

10.  Counsel,  see  Oflicers,  No.  24,  infra,  C.  160;    F.  173;   U.  S.  145. 

11.  Delegation  of  powers,  see  Directors  and  Ofiicers,  Nos.  13,  24, 

infra,  C.  159,  160;  F.  173;  U.  S.  143. 

12.  Dividends,  see  Capital  Stock,  Nos.  5,  2,  supra,  C.  162;    F. 

176;  U.  S.  147. 

13.  Directors,  C.  155,  158;  F.  168;  U.  S.  140. 

1.  Classes,  U.  S.  140. 

2.  Contracts,  C.  158;  F.  174;  U.  S.  141. 

3.  Compensation,  C.  159;  F.  169;  U.  S.  142. 

4.  Delegation  of  powers,  C.  159,  160;  F.  173;  U.  S.  143. 

5.  Election  of,  C.  155,  156;  F.  168;  U.  S.  140. 

6.  Meetings  of,  C.  157;  F.  169;  U.  S.  141. 

first,  C.  157;  F.  169. 

notice,  C.  157;  F.  169;  U.  S.  141. 

order  of  business,  C.  156;  F.  170;  U.  S.  141, 

place,  C.  157;  F.  169;  U.  S.  141. 

quorum,  C.  157;  F.  169;  U.  S.  141. 

regular,  C.  157;  F.  169;  U.  S.  141. 

special,  C.  157;  F.  169;  U.  S.  141. 

7.  Number,  C.  155;  F.  168;  U.  S.  140. 

8.  Powers,  general,  C.  158;  F.  168;  U.  S.  140. 

special,  C.  158;  F.  170,  3,  4,  5;  U.  S.  142,  6,  7,  8. 

9.  Qualification,  C.  155;  F.  168;  U.  S.  140. 

10.  Removal. 

11.  Term,  C.  155;  F.  168,  174;  U.  S.  140. 

12.  Vacancies,  C.  155;   F.  168;   U.  S.  140. 

14.  Elections,  see  Directors,  No.  13,  5  supra,  C.  155,  6;  F.  168, 

170;  U.  S.  140. 
inspectors  of,  C.  156;  F.  169;  U.  S.  139. 

15.  Executive  Committee,-  C.  159;  F.  173;  U.  S.  142. 

1.  Compensation,  F.  169;  U.  S.  143. 

2.  Duties,  F.  173;  U.  S.  143. 

3.  Number,  F.  173;  U.  S.  143. 

4.  Powers,  F.  173;  U.  S.  142,  3. 

5.  Selection,  F.  173;  U.  S.  142. 

6.  Vacancies,  F.  173;  U.  S.  142. 


198                   INDEX.  I 

[THE  REFERENCES  ARE  TO  THE  PAQES.]  j 

16.  Finance  Committee,  U.  S.  142,  3.  j 

1.  Compensation.  I 

2.  Duties.  U.  S.  143,  4.  \ 

3.  Number,  U.  S.  143.  j 

4.  Powers,  U.  S.  143,  4.  j 

5.  Selection,  U.  S.  142,  3. 

17.  General  counsel,  see  Officers  No.  24,  infra,  C.  160;  F.  173;  ! 

U.  S.  145.  \ 

18.  Inspection  of  books  (see  Charter),  C.  161;  F.  174;  U.  S.  | 

145,  6.  j 

18a.  Inspectors  of  election,  C.  156;  F.  169;  U.  S.  139.  | 

19.  Interpretation  of  words,  C.  162.  1 

20.  Lost  certificates,  C.  161;  F.  174.  ] 

21.  Meetings,  see  Directors  13,  6  supra,  Stockholders  35  infra,  j 

and  Notices  22  infra,  C.  155-7;  F.  168,  9;  U.  S.  138,  141.  I 
21a.  Name  of  Corporation,  see  Title  infra,  C.  155;  F.  168. 

22.  Notices,  meetings,  directors,  C.  157;  F.  169;  U.  S.  141.  i 

regular,  C.  156,  157;  F.  169;  U.  S.  138.  ^ 

special,  C.  156,  157;  F.  169;  U.  S.  138.  j 

stockholders,  C.  155-6;  F.  169;  U.  S.  138.  I 

23.  Officers,  principal  (see  Charter),  C.  155;  F.  168;  U.  S.  138.  j 

registered  (see  Charter),  C.  155;  F.  168.  | 

other  (see  Charter),  C.  155;  U.  S.  141.  1 

24.  Officers,  C.  158-9;  F.  170;  U.  S.  144.  ] 

1.  Appointment,  C.  155,  7,  8,  9;  F.  170;  U.  S.  144.  i 

2.  Auditor,  C.  160;  F.  172;  U.  S.  146.  I 

3.  Assistant  Secretary,  C.  157;  F.  172;  U.  S.  146.  i 

4.  Treasurer,  C.  157;  F.  172;  U.  S.  146. 

5.  Chairman,  C.  156;  F.  170;  U.  S.  139.  \ 

6.  Counsel,  C.  160;  F.  173;  U.  S.  145.  j 

7.  Delegation  of  powers,  C.  159-160;  F.  173;  U.  S.  143.  j 

8.  Election  of,  C.  155,  7,  8,  9;  F.  168,  170;  U.  S.  144.  J 

9.  Inspectors  of  elections,  C.  156;  F.  169;  U.  S.  139.  i 

10.  Number,  C.  157;  F.  170;  U.  S.  144.  } 

11.  President,  C.  157,  159;  F.  170;  U.  S.  145.  1 

12.  President  pro  tempore,  F.  171. 

13.  Removal,  C.  157-8,  161;  F.  174;  U.  S.  144.  j 

14.  Salaries,  C.  158,  159;  F.  173;  U.  S.  142,  3,  4.  'I 

15.  Secretary,  C.  157,  160;  F.  171;  U.  S.  138,  146.  t 

16.  Selection,  C.  155,  7,  8,  9;  F.  168,  170;  U.  S.  144.  ^ 

17.  Term,  C.  155,  -7,  8,  161;  F.  174;  U.  S.  144.  ] 

18.  Treasurer,  C.  157,  160;  F.  172;  U.  S.  145. 

19.  Vice-President,  C.  157,  160;  F.  171;  U.  S.  145.  • 

20.  Voting  shares  held  in  other  companies,  C.   162;  ! 

F.  175;  U.  S.  146.  j 

25.  Order  of  business,  see  Directors,    Shareholders,    C.  156;  | 

F.  170;  U.  S.  141.  j 


INDEX  199 

[THE  REFERENCES  ARE  TO  THE  PAGES.] 

26.  Powers,  see  Directors,  Officers,  Shareholders,  C.  158,  161; 

F.  168. 

27.  President,  see  Officers  No.  24,  10  supra,  C.  157,  159;  P.  170; 

U.  S.  145. 

28.  Qualification,  see   Directors  No.   13,   9   supra,  C.   155,  7; 

F.  168,  170;  U.  S.  140. 
20.    Quorum,   see  Directors  No.   13  supra,   and  Stockholders, 

No.  35  infra,  C.  155,  157;  F.  168,  9;  U.  S.  138,  141. 
SO.    Removal  of  officers,  see  Directors  No.  13,  supra.  Officers 

No.  24,  10  supra,  C.  157,  8,  161;  F.  174;  U.  S.  144. 
30a.  Reports,  C.  159;  F.  171;  U.  S.  145,  146. 

31.  Seal,  C.  159;  F.  168,  170;  U.  S.  146,  148. 

32.  Secretary,  see  Officers  No.  24,  14  supra,  C.  157,  160;  F.  170, 

171;  U.  S.  138,  139,  146. 

33.  Shareholders,  see  Inspection  of  books;   Meetings;   Stock- 

holders, C.  155;  F.  168,  174;  U.  S.  138. 

34.  Shares,  see  Capital  Stock;    Certificates,  C.  161;   F.  174; 

U.  S.  147. 

35.  Stockholders,  C.  155,  161;  F.  168;  U.  S.  138. 

1.  Inspection  of  books  by,  (see  Charter)  C.  161;  F.  174. 

2.  Inspection  of  election,  C.  156;  F.  169;  U.  S.  139. 

3.  Meetings,  annual,  C.  155;  F.  168;  U.  S.  138. 

notice,  C.  156;  F.  168;  U.  S.  138. 
order  of  business,  C.  156;  F.  170. 
organization  of,  C.  156;  U.  S.  139. 
place,  C.  157;  F.  168. 
quorum,  C.  155;  F.  168;  U.  S.  138. 
regular,  C.  155;  F.  168;  U.  S.  138. 
special,  C.  156;  F.  169;  U.  S.  138. 

4.  Transfer  of  shares,  C.  161;  F.  174;  U.  S.  147. 

5.  Voting,  C.  156;  F.  168;  U.  S.  139. 

37.  Term  of  office,  see  Directors,  Officers,  C.  155,  161;  P.  168, 

174;  U.  S.  140,  144. 

38.  Title  of  corporation,  C.  155;  F.  168. 

39.  Transfer   of   shares,   see   Capital   Stock,   C.   161;    F.  174; 

U.  S.  147. 

40.  Treasurer,  see  Officers,  No.  24, 17  supra,  C.  157, 160;  F.  172; 

U.  S.  145. 

41.  Voting,  C.  156;  F.  168;  U.  S.  139,  141. 

stock  held  in  other  companies,  C.  162;  F.  175;  U.  S.  146. 

42.  Working  capital,  U.  S.  148. 


Cambria  Co.,  control  by  Conemaugh  Steel  Co.,  47n, 
Canal,  "Sco,"  traffic  of,  39. 
Suez,  traffic  of,  40. 


200  INDEX. 

[THE  REFERENCES  ARE  TO  THE  PAGES.] 

Capitalization,  companies,  competing  with  U.  S.  Steel  Corporation,  114. 
composing  U.  S.  Steel  Corporation,  28,  33,  108. 
recent  consolidations,  114. 

U.  S.  Steel  Corporation,  comparison  with  various  things,  2,  106.         I 

water  in  stock,  34,  110.  | 

Capital  stock,  companies  composing  U.  S.  Steel  Corporation,  exchange   j 

of,  2,  28,  108,  116,  122,  124.  i 

outstanding,  28,  108.  1 

railroads,  controlled  by  J.  P.  Morgan,  6.  \ 

Standard  Oil  Co.,  8.  i 

U.  S.  Steel  Corporation,  1,  2,  4,  118.  125,  134,  147.  \ 

amount,  authorized,  1,  118,  134.  j 

begin  business,  134.  J 

common,  1,  118,  134.  | 

preferred,  1,  118,  134.  | 

by-law  regulations  of,  147.  J 

comparisons,  average  per  family  in  United  States,  4. 

person  in  United  States,  4,  106.  ; 

in  the  world,  4,  106.  \ 

banks.  National,  resources,  3,  106.  \ 

savings  United  States,  deposits,  3, 106.  1 

commerce,  United  States,  3,  106. 

imports,  3,  106.  \ 

exports,  3,  106.  j 

farm,  animals  United  States,  3,  106.  \ 

crops  United  States,  3,  106.  j 

gold  and  silver  product  of  world,  2,  3,  106.  i 

government.  United  States,  debt,  3,  106.  I 

expenses,  3,  106.  ; 

receipts,  3,  106.  i 

length  of,  if  in  silver  certificates,  3,  4,  106.  j 

and  weight,  if  in  silver  dollars,  4,  106.  \ 

manufactures  of  United  States,  2.  i 

of  world,  2.  i 

money,  in  circulation  in  U.  S.,  3,  106.  | 

products,  of  U.  S.  in  1850,  1900,  3,  106.  | 

railroads  1899,  capital,  3,  106.  j 

earnings,  3,  106.  ] 

schools,  U.  S.,  cost  of,  4,  106.  i 

wealth,  U.  S.,  1850,  1900,  2,  106. 

Carnegie,  Andrew,  amusements  of,  19.  i 

connection  with  Keystone  Bridge  Co.,  15.  I 

Pennsylvania  railroad,  14.  { 

desire  to  retire  from  business,  23.  ^ 

gifts  to  libraries,  etc.,  17.  \ 

literary  achievements,  17.  j 

master-manufacturer,  13. 

I 


INDEX.  201 

[THIS  REFERENCES  ARE   TO  THB  PAQES.l 

option  to  sell  his  steel  interests,  23. 

sketch  of  life,  13-20. 

"Steel  King,"  15. 
Carnegie  Company,  by-laws,  155. 

charter,  149. 

exchange  of  stock  and  bonds  for  those  of  XJ.  S.  Steel  Corporation, 
28,  115. 

formation  of,  8,  25,  149. 

incorporation  of,  8,  25,  149. 

incorporators,  152. 

member  of  U.  S.  Steel  Corporation,  1,  108,  115. 

preparation  to  compete  with  other  companies,  24-7. . 
Carnegie  Steel  Co.,  incorporation  of,  8. 

preparation  to  compete  with  other  companies,  24-7. 
Causes  that  led  to  formation  of  U.  S.  Steel  Corporation,  20. 
Certificate  of  incorporation  (see  Charter). 
Charter,  Carnegie  Co.,  149. 

Federal  Steel  Co.,  164. 

U.  S.  Steel  Corporation,  132. 
Charter  provisions: 

1.  Amendments  of  by-laws,  C.i  151;  F.2  166;  U.  S.3  137. 

2.  Bonds,  authorized,  C.  149;  F.  166;  U.  S.  133. 

3.  Books,  inspection  of,  C.  151;  F.  165-6;  U.  S.  136. 

4.  Books,  where  to  be  kept,  C.  151;  F.  167;  U.  S.  133. 

5.  Capital,  working,  C.  151;  F.  166;  U.  S.  136. 

6.  Capital  stock,  amount,  authorized,  C.  150;  F.  165;  U.  S.  134. 

begin  business,  C.  152;  F.  166;  U.  S.  134. 

common,  F.  165;  U.  S.  134. 

preferred,  F.  165;  U.  S.  134.' 
increase  of,  U.  S.  134. 
other  companies,  power  to  hold,  C.  149;  F.  164;  U.  S.  133. 

power  to  vote,  C.  149;  U.  S.  133. 
preferred,  amount,  F.  165;  U.  S.  134. 

nature  of  preference,  assets,  F.  165;  U.  S.  134. 
dividends,  F.  165;  U.  S.  134. 
reduction  or  retiring,  C.  150,  1;  F.  166;  U.  S.  136. 

7.  Directors,  classes,  U.  S.  135. 

election,  U.  S.  135. 
meetings,  C.  151;  U.  S.  135. 
number,  F.  166;  U.  S.  135. 

fixed  by  by-laws,  F.  166;  U.  S.  135. 

increase  of,  F.  166;  U.  S.  135. 
powers,  C.  151;  F.  166;  U.  S.  135. 

amend  by-laws,  C.  151;  F.  166;  TJ.  S.  137. 

appoint  executive  committee,  C.  151;  F.  166;  U.  S.  136. 
finance  committee,  U.  S.  136. 

appoint  oflftcers,  U.  S.  136. 
*C.— Carnegie  Co.    ^p —Federal  Steel  Co.    »U.  S.— U.  S.  Steel  Corporation. 


202                      INDEX.  \ 

[THB  REFERENCES  ARE  TO  THE  PAGES.]  ^ 

declare  dividends,  U.  S.  136.  \ 

determine  time,  place  and  right  to  inspect  books,  C.  j 

151;  F.  166;  U.  S.  136. 

dispose  of  surplus,  C.  151;  F.  166;  U.  S.  136.  j 

fix  location  of  offices,  C.  151;  U.  S.  135.  I 

fix  working  capital,  C.  151;  F.  166;  U.  S.  136.  \ 
meet   out   of   State  of  New  Jersey,   C.   151;    F.   167; 

U.  S.  135.  I 

mortgage  property,  C.  151;  F.  166;  U.  S.  135.  j 

shares  held  (see  By-Laws),  C.  161;  U.  S.  135.  \ 
purchase  company's  bonds  or  shares,  C.  151;   F.  166; 

U.  S.  136.  j 

remove  officers,  U.  S.  136.  \ 

resell  company's  shares,  C.  151;  U.  S.  136.  ; 

retire  company's  shares,  C.  150,  1;  U.  S.  136.  ■ 

quorum,  F.  166;  U.  S.  135.  \ 

vacancy,  F.  166;  U.  S.  135.  \ 

8.  Duration,  C.  152;  F.  166;  U.  S.  135.  | 

9.  Executive  committee,  appointment,  C.  151;  F.  166;  U.  S.  136. 

powers,  C,  151;  F.  166;  U.  S.  136.  \ 

10.  Finance  committee,  appointment,  U.  S.  136.  | 

powers,  U.  S.  136.  : 

11.  Incorporators,  names  of,  C.  152;  F.  166;  U.  S.  135.  ] 

12.  Name  of  corporation,  C.  149;  F.  164;  U.  S.  132.  \ 

13.  Objects  (see  Powers),  C.  149;  F.  164;  U.  S.  132.  ; 

acquire  lands,  C.  149;  F.  165;  U.  S.  132;  j 

hold  and  dispose  of  stock  of  other  companies,  C.  149;  | 

U.  S.  133.  I 

aid  any  corporation  whose  obligations  it  holds,  C.   150;  | 

u.  s.  133.  ; 

buy  and  sell  products,  C.  149;  F.  164;  U.  S.  132.  \ 

contract  in  any  way,  C.  149;  F.  165;  U.  S.  133.  ; 

construct  buildings,  machinery  and  ways,  C.  149;   F.  164;  ; 

U.  S.  132.  I 

do  business  anywhere,  C.  149,  150;  F.  164;  U.  S.  133.  ! 

exercise  all  the  powers  of  natural  person,  F.  164;  U.  S.  134.  | 

guarantee  obligations,  C.  150;  U.  S.  133.  | 

hold,  own,  sell  and  vote  shares  held  in  other  corporations,  ] 

C.  149,  150;  U.  S.  133.  I 

issue  bonds  or  other  obligations,  C.  149;  F.  164;  U.  S.  133.  i 

manufacture,  C.  149;  F.  164;  U.  S.  132.  ! 

mine,  C.  149;  F.  164;  U.  S.  132.  ! 

mortgage  property,  C.  149,  150;  F.  164,  6;  U.  S.  133.  j 

obtain  patents,  trade-marks  and  trade  names,  C.  150;   F.  ■ 

164;  U.  S.  133. 

sell  all  of  assets,  property  or  stock,  C.  151;  F.  166.  | 

transportation,  C.  149;  F.  164;  U.  S.  132.  \ 


INDEX.  203 

[THE  REFERENCES  AHE  TO  THE  PAGES.] 

14.  Office,  principal,  C.  151;  F.  164;  U.  S.  132. 

registered,  C.  151;  F.  164;  U.  S.  132. 
other,  C.  151;  F.  167;  U.  S.  133. 

15.  Officers,  U.  S.  135,  6. 

16.  Powers  (see  Objects),  C.  149;  F.  164;  U.  S.  132. 

business,  C.  149,  150;  F.  i64;  U.  S.  132. 

building  and  construction,  C.  149;  F.  164;  U.  S.  132. 

contract  in  any  way,  C.  149;  F.  165;  U.  S.  133. 

do   business  anywhere  as  a  natural   person,   F.  164; 
U.  S.  133,  4. 

general,  C.  149;  F.  165;  U.  S.  133. 

manufacturing,  C.  149;  F.  164;  U.  S.  132. 

mining,  C.  149;  F.  164;  U.  S.  132. 

obtaining  patents,  etc.,  C.  150;  F.  164;  U.  S.  133. 

trading,  C.  149;  F.  164;  U.  S.  132. 

transportation,  C.  149;  F.  164;  U.  S.  132. 
trust,  acquire  stock  in  other  corporations,  C.  149;  U.  S.  133. 

generally,  U.  S.  133. 

guarantee  obligations  of  other  companies,  C.  150;  U. 
S.  133. 

hold,  own,  use,  sell  and  vote  stock  in  other  corpora- 
tions, C.  149;  U.  S.  133. 

issue  obligations,  C.  149;  F.  165;  U.  S.  133. 

mortgage   or  pledge   stock   and   bonds  held,  C.   149; 
U.  S.  133. 

17.  Shareholders,   power  to   authorize   mortgage  of  property   or 

shares  held,  C.  149;  F.  165;  U.  S.  135. 
preferred,  F.  165;  U.  S.  134. 
right  to  inspect  books,  C.  151;  F.  165,  6;  U.  S.  136. 

18.  Standing  committees,  C.  151;  F.  166;  U.  S.  136. 

19.  Stock  of  other  corporations,  C,  149;  U.  S.  133,  135. 

20.  Working  capital,  C.  151;  F.  166;  U.  S.  136. 

Chicago,  Burlington  &  Quincy  R.  R.,  controlled  by  J.  P.  Morgan  and 

J.  J.  Hill,  6,  107. 
Cincinnati,  Hamilton  &  Dayton  R.  R.,  controlled  by  J.  P.  Morgan,  6, 107. 
Circulars,  accepting  offer  of  U.  S.  Steel  Corporation,  120. 
announcing  officers,  125. 

plan  has  become  operative,  122,  130. 
offers  to  various  companies,  115,  124. 
Claflin,  H.  B.,  Dry  Goods  Co.,  formed  by  J.  P.  Morgan,  7. 
Clark,  Prof.  J.  B.,  remedy  for  trusts,  104. 
Clearing  houses,  transactions,  London,  21. 
New  York,  21. 
United  States,  21. 
Cluff,  Chas.  C,  incorporator  Federal  Steel  Co.,  166. 
U.  S.  Steel  Corporation,  1,  135. 


204  INDEX. 

[THE  REFERENCES  ARE  TO  THE  PAGES.] 

Coal,  anthracite,  control  by  J.  P.  Morgan,  5. 
product  of  United  States,  5. 
bituminous,  reported  control  by  J.  P.  Morgan,  7. 
business,  "community  of  ownership"  in,  5. 
Coke,  amount  required  to  makq  one  ton  of  pig  iron,  41. 
competition  in  production,  41. 
control  by  U.  S.  Steel  Corporation,  41,  112. 
ovens,  41,  49,  112. 

product  of  United  States,  and  U.  S.  Steel  Corporation,  5,  41,  49,  112. 
Colorado  Fuel  and  Iron  Co.,  as  competitor  of  U.  S.  Steel  Corporation, 

4,  48,  114. 
Combinations,  industrial,  recent,  20,  114. 
Commerce,  interstate,  powers  of  Congress  over,  87. 
what  is,  89,  90. 
United  States,  recent  increase  of,  21,  106. 
"Community  of  ownership,"  in  coal  business,  5. 

railroad  business,  5,  107. 
Companies  competing  with  U.  S.  Steel  Corporation,  35-48,  49n,  114. 
bars  and  hoops,  45. 
bridges,  buildings,  etc.,  46. 
coke,  41. 
cotton  ties,  45. 
iron  production,  42,  46. 
ore,  35. 

steel  billets,  43. 
plates,  44. 
rails,  43. 
sheets,  45. 

structural  forms,  44, 
tin  plates,  45. 
tubes,  45,  47. 
wire,  46. 

controlled  by  U.  S.  Steel  Corporation,  capital  stock  of,  28,  33,  108. 
fixed  charges  of,  33,  109. 
method  of  management,  57,  96,  97. 
names  of,  1,  106. 
net  earnings,  33,  110. 

power  to  sell  shares  to  U.  S.  Steel  Corporation,  85. 
properties,  value  of,  33,  34,  110. 
Comparison  of  capitalization  of  U.  S.  Steel  Corporation  with  various 

things,  2,  106. 
Competition,   threatened   war  between   Carnegie    Steel   Company  and 
others,  24. 
in  transportation,  25,  38. 

with  U.  S.   Steel  Corporation  (see   Companies  Competing  with), 
24,  35,  49,  114. 


INDEX.  205 

[fTHB   REFERENCES  ARE   TO   THE   PAGES.] 

capital  and  products  of  comp^^nies,  114. 
potential,  48. 

productions  (see  Companies  Competing  with). 
Congress,  powers  of  to  regulate  corporations,  87- 
Conemaugh  Steel  Co.,  incorporation  of,  47n. 
Conneaut,  O.,  harbor,  unloading  ore,  etc.,  40. 
Connelsville,  Pa.,  coke  product,  41,  49. 
Consolidations,  recent,  tendency  to,  20. 
Constituent  companies   of  U.   S.  Steel  Corporation    (see  Companies), 

1,  108,  115,  124. 
Control  of  domestic  corporations  by  foreign,  89. 

of  other  companies  by  U.  S.  Steel  Corporation,  method  of,  56,  57. 
Copperas,  product  of  United  States,  and  U.  S.  Steel  Corporation,  5,  50. 
Corporations,  control  of  domestic  by  foreign,  89. 
domestic,  power  of  states  over,  89. 
foreign,  power  of  states  over,  89. 
powers  of  national  government  over,  87. 
powers  of  state  governments  over,  89. 
regulations  of  (see  Trusts),  87,  92,  98. 
by  national  taxation,  102. 
by  repeal  of  tariff,  103. 
Cost,  blast  furnaces,  42. 

incorporation  in  New  Jersey  and  other  states,  68. 
transporting  ore,   39. 
Curtis,  W.  J.,  incorporator  of  U.  S.  Steel  Corporation,  1,  135. 


Delaware,  Lackawanna  &  Western  R.  R.,  controlled  by  J.  P.  Morgan, 

5,  107. 
Docks,  ore,  at  Two  Harbors,  Duluth,  etc.,  38. 
**Doing  business"  in  a  state,  what  is,  89. 
Diagram  of  sources  and  means  of  management  of  various  companies 

by  U.  S.  Steel  Corporation,  96,  97. 
Directors  (see  By-laws,  Charter,  Powers,  etc.),  54,  135,  140. 
liability  of  under  various  laws,  71. 
U.  S.  Steel  Corporation,  compensation,  54,  142. 
names  and  interests,  7,  59. 
powers  of,  54,  73,  135,  140. 

to  increase  their  number,  73,  135,  140. 
Dividends,  Federal  Steel  Co.,  how  declared,  58. 
Standard  Oil  Co.,  8. 

United  States  Steel  Corporation,  amounts,  33. 
how  declared,  58,  147. 
Duluth,  Minn.,  ore  docks,  38. 


206  INDEX. 

[THE  REFERENCES  ARE  TO  THE  PAGES.] 

E. 

Earnings,  U.  S.  Steel  Corporation  (see  Financial  Details),  33,  110. 
Employees,  U.  S.  Steel  Corporation,  49,  64,  113. 

policy  toward,  64. 

strike  of.  64 
Engine-making  companies,  combination  of,  7. 
Erie  R.  R.,  control  by  J.  P.  Morgan,  5,  107. 
Escanaba,  Mich,  harbor  for  transporting  ore,  38. 
Executive  Committee  (see  By-laws,  Charter),  54,  60,  128,  142. 

U.  S.  Steel  Corporation,  names,  60,  128. 
powers,  54,  142. 
Exports,  United  States,  increase  of  1896-1900,  20,  106. 

iron  and  steel,  increase,  21. 

manufactures,  increase,  20. 


Federal  Steel  Co.,  by-laws  of,  168. 

charter  of,  164. 

dividends,  how  declared,  58. 

exchange  of  shares  for  shares  U.  S.  Steel  Corporation,  1,  30,  108, 
116,  120,  122. 

method  of  controlling  other  companies,  57. 
Fees,  incorporation  in  various  states,  68. 
Fence,  wire,  product.  United  States  and  U.  S.  Steel  Corporation,  5,  50. 

control  by  U.  S.  Steel  Corporation,  5,  46,  50. 
Finance  committee,  U.  S.  Steel  Corporation,  55,  60,  128,  142-3. 

names,  60,  128. 

powers,  55,  142-3. 
Financial  details,  U.  S.  Steel  Corporation,  capital  stock,  etc.,  33,  lOG, 
107,  108. 

earnings  and  property,  33,  108. 

summary  of,  33,  106-8. 
Finishing  plants,  U.  S.  Steel  Corporation,  5,  49. 
Foreign  corporations,  control  by,  of  domestic  corporations,  89. 

power  of  states  over,  89. 
Foreign  government  loans,  11,  22. 
Formation  of  U.  S.  Steel  Corporation,  1,  8,  27,  28,  68,  115. 

in  New  Jersey,  why,  68. 

parties  and  interests  represented,  8. 

prospects  of  profits,  27. 

steps  in,  28,  115-131. 
"Friendly  understandings,"  railroad  combinations,  7. 

U.  S.  Steel  Corporation  and  Pennsylvania  Steel  Company,  47n. 


INDEX.  207 

[the   REFERE^'CI:S   ARE    TO    THE    PAGES.] 


Gas  lands,  U.  S.  Steel  Corporation,  49. 

Gary,  E.  H.,  chairman  Executive  committee  U.  S.  Steel  Corporation, 
60,  62. 

connection  with  Allis-Chalmers  Co.,  7. 

director  Federal  Steel  Co.  and  U.  S.  Steel  Corporation,  59. 

sketch  of  life,  62. 

views  as  to  publicity  of  corporate  business,  66. 
Gladstone,  Mich.,  harbor  for  transporting  ore,  38. 
Gcgebic  range,  ore  product,  37. 
Gould,  Geo.  J.,  and  railroad  combinations,  7,  107, 
Government,  loans  to  foreign,  11,  22. 

national,  pov/er  to  regulate  corporations,  87. 

state,  power  to  regulate  corporations,  89. 
Great  Northern  R.  R.,  control  by  J.  P.  Morgan  and  J.  J.  Hill,  6. 

H. 

Harbors,  ore,  on  the  Great  Lakes,  38-40. 
Harriman,  E.  H.,  and  railroad  combinations,  7,  107. 
Hill,  J.  J.,  and  railroad  combinations,  6,  7,  107. 

I. 

Illinois,  incorporation  laws  of,  68  et  seq. 
Imports,  United  States,  increase  1896-1900,  20,  106. 
Incorporation,  articles  of  (see  Charter). 

Carnegie  Co.,  8,  25,  149. 

Fees  for,  68. 

Federal  Steel  Co.,  164. 

laws  of  various  states,  68  et  seq. 

U.  S.  Steel  Corporation,  1,  68,  115,  132. 
Incorporators,  Carnegie  Co.,  152. 

Federal  Steel  Co.,  166. 

U.  S.  Steel  Corporation,  1,  135. 
Indiana,  incorporation  laws  of,  68  et  seq. 
Industrial  details,  position  of  U.  S.  Steel  Corporation,  35,  49,  111-113. 

plants,  mines,  and  products,  113. 

summary  of,  49. 
Iron  (see  Pig  iron,  Steel). 
Iron  ore  (see  Ore). 

Iron,  pig,  coke  required  to  make  one  ton,  41. 
Iron  and  steel,  exports  of  United  States,  increase  of,  21. 
Inspection  of  books,  by  shareholders  (see  By-laws,  Charter),  73,  136, 

151,  165-6. 
International  Navigation  Co.,  6. 
Interstate  Commerce,  powers  of  Congress  over,  87. 

what  is,  89,  90. 


208  INDEX. 

[THE  REFERENCES  ARE  TO  THE  PAGES.] 

K. 

Keystone  Bridge  Co.,  part  of  Carnegie  Co.,  15. 

L. 

Labor,  policy  of  IT.  S.  Steel  Corporation,  64. 

Lake  Superior  Consol.  Iron  Mines,  exchange  of  shares  for  U.  S.  Steel 

Corporation  shares,  30,  124,  130. 
Lake  Superior  Co.,  to  compete  with  U.  S.  Steel  Corporation,  49n. 
Lake  Superior  Iron  Region,  35,  36  et  seq. 
Lands,  of  U.  S.  Steel  Corporation,  49. 
Laws  relating  to  incorporation,  68  et  seq. 

Legality  of  U.  S.  Steel  Corporation  (see  Legality,  in  Contents,  for  out- 
line). 

anti  trust  acts,  92,  94,  186,  189,  191. 

general  theory  of  state  and  national  powers,  87. 

incorporation  in  New  Jersey,  68. 

is  it  a  "trust,"  73. 

methods  and  means  of  management  of  other  corporations,  56,  57, 
96,  97,  102. 

problems  involved,  98. 

remedies,  92,  98-105,  186-191. 
Lehigh  Valley  R.  R.,  control  by  J.  P.  Morgan,  5. 
Leyland  Steamship  line,  alliance  with  U.  S.  Steel  Corporation,  6. 

number  of  vessels,  6n. 

purchase  by  J.  P.  Morgan,  6. 

tonnage  of,  6n. 
Limestone,  product  U.  S.  Steel  Corporation,  41. 
Loans,  to  foreign  governments,  11,  22. 
Location  of  plants  controlled  by  U.  S.  Steel  Corporation,  4,  111. 

M. 

Machinery  for  transporting  ore,  38.  39,  40. 
MacVeagh,  Chas.,  incorporator  U.  S.  Steel  Corporation,  1,  135. 
Management,  U.  S.  Steel  Corporation,  51. 
diagram  showing,  96,  97. 
machinery,  directors,  54,  135,  140. 
Executive  committee,  54,  136,  142. 
Finance  committee,  55,  136,  142. 
officers,  55,  135,  144. 
shareholders,  52,  135,  138. 
voting  shares  of  other  companies,  56, 133, 146. 
methods,  dividends,  58. 
failure  to  obey,  58. 
generally,  57. 
objects,  (see  Powers)  51,  132. 


I 

1 

INDEX  209         \ 

[THE  REFERENCES  ARE  TO  THE  PAGES.]  3 

personnel,  directorate,  59,  128.  J 

Executive  committee,  60,  62,  128.  ,■ 

Finance  committee,  60,  128. 

officers,  60,  128.  \ 

C.  M.  Schwab,  president,  60,  128.  i 

policy,  labor,  64.  ] 

prices,  63.  j 

public  generally,  66,  and  note.  | 

reports,  66,  and  note.  i 

powers,  business,  51,  132. 

building,  51,  132. 

generally,  51,  133.  ] 

manufacturing,  51,  132. 
mining,  51,  132. 

patents,  51,  133.  l 

trading,  51,  132.  ] 

transportation,  51,  132.  i 

trust,  acquire  shares  in  other  companies,  52,  133. 

exercise  ownership  over  same,  52,  133.  • 

generally,  52,  133. 
issue  bonds,  etc.,  52,  133. 
vote  stock  held,  52,  133,  146. 
Manufacturing,  powers  of  National  Government  to  regulate,  88. 

powers  of  U.  S.  Steel  Corporation,  51,  132. 
Marquette,  Mich.,  harbor  for  transporting  ore,  38.  \ 

Marquette  range,  ore  product,  37. 

Meetings,  shareholders  (see  By-laws,  Charter)  138,  155,  168. 
Menominee  range,  ore  product,  36,  37. 

Mesabi  range,  ore  product,  35,  37.  : 

Method  of  control  of  other  companies  by  U.  S.  Steel  Corporation,  57-9 

(see  Management). 
Michigan,  anti-trust  acts,  92,  189,  191. 

incorporation  laws  of,  68  et  seq. 
Mines,  coal,  anthracite,  control  by  J.  P.  Morgan,  5. 

bituminous,  reported  control  by  U.  S.  Steel  Corporation,  7. 
iron,  control  by  U.  S.  Steel  Corporation,  4,  49,  112. 
zinc,  reported  control  by  J.  P.  Morgan,  7. 
Mining  powers  of  U.  S.  Steel  Corporation,  51,  132. 
Minnesota,  incorporation  laws  of,  68  et  seq. 
Mobile  and  Ohio  R.  R.,  control  by  J.  P.  Morgan,  6,  107. 
Money,  circulation  increase  of  recently,  20,  106. 
Money  market,  condition  of,  20. 

in  New  York  City,  21. 
Moore,  Wm.  H.,  participation  in  formation  of  Carnegie  Steel  Co.,  9. 

sketch  of  life,  62. 
Morgan,  J.  P.  amusements,  19.  * 

Claflin  Dry  Goods  Co.,  7. 
U 


210                      INDEX.  1 

i 

[THE  REFERENCES  ARE  TO  THE  PAGES.]  1 

"community  ownership,"  5. 

compensation  for  financing  U.  S.  Steel  Corporation,  32.  i 

control  of  railroads,  5,  6,  107.  ] 
determines  plan  of  organization  U.  S.  Steel  Corporation,  31, 115, 127.  i 
financial  achievements,  10. 

foreign  government  loans,  11.  | 

gifts  to  charity,  13.  | 
master-financier  of  U.  S.  Steel  Corporation,  10. 

purchase  of  Leyland  Steamship  line,  6.  I 

purchase  of  Missouri  zinc  mines,  7.  ', 

railroad  combinations,  7,  11,  107.  | 

reorganizations,  11.  ^ 

Rothschilds,  hankers,  8.  ij 

sketch  of  life,  10-13.  | 

N.  \ 

Nails,  wire,  control  of  U.  S.  Steel  Corporation,  5,  46,  50. 

National  Government  (see  Congress,  United  States),  87,  94,  102,  186. 

anti-trust  act  of,  94,  186.  \ 

power  to  regulate  corporations,  87,  102.  j 

taxation  of  corporations,  102.  ] 

National  Steel  Co.,  exchange  of  shares  for  shares  of  U.  S.  Steel  Cor-      j 

poration,  1,  30,  108,  116,  120,  122.  i 

National  Tube  Co.,  exchange  of  shares  for  shares  of  U.  S.  Steel  Cor-      i 

poration,  1,  30,  108,  116,  120,  122. 

threatened  competition  from  Carnegie  Steel  Co.,  24,  26.  i 
Net  earnings  (see  Earnings,  Financial  Details),  33,  110. 

New  Jersey  Central  R.  R.,  control  by  J.  P.  Morgan,  5,  107,  \ 

New  Jersey,  fees  for  incorporation,  68.  : 

incorporation  laws,  68. 

laws,  corporation,  taxation,  69.  i 

uniformity  of,  69.  j 

New  York  City,  financial  position  of,  21.  ] 

New  York,  incorporation  laws  of,  68  et  seq.  ] 

New  York  Stock  Exchange,  price  of  seat  on  1883-1901,  22.  i 

shares  transferred,  1896-1900,  22.  I 
"high  water  marits,"  22. 

Northern  Pacific  R.  R.,  control  by  J.  P.  Morgan  and  J.  J.  Hill,  6, 107. 

Number  of  plants  controlled  by  U.  S.  Steel  Corporation,  4,  111,  112. 


Offer  of  U.  S.  Steel  Corporation  to  'exchange  Its  shares  for  those  of 

other  companies,  1,  28,  76,  115,  120,  124. 
Office  U.  S.  Steel  Corporation,  132-3. 
Officers,  U.  S.  Steel  Corporation  (see  Charter,  By-laws),  55,  59,  127,  135, 

144. 


INDEX.  211        I 

1 

tTHE  REFERENCES  ARE  TO  TBB  PAGES.] 

Circular  announcing,  127. 

names,  59,  128.  ■ 

powers,  r5,  135,  144. 

sketches  of  lives,  59-63.  j 

Ohio,  incorporation  laws,  68  et  seq.  J 

Oil  lands  of  U.  S.  Steel  Corporation,  49.  \ 

Oil  wells,  of  U.  S.  Steel  Corporation,  49.  j 

Oliver  Iron  Mining  Co.,  interests  transferred  to  U.  S.  Steel  Corporation, 

2,  124. 
Option,  given  by  Mr.  Carnegie,  upon  his  steel  interests,  23. 

Ore,  Bessemer  steel,  control  by  U.  S.  Steel  Corporation,  36.  i 

competition  in  production,  35-40,  48,  49n.  ! 

docks  at  Duluth  and  Two  Harbors,  38. 
harbors  for  transportation  of,  38-40. 
iron,  control  by  U.  S.  Steel  Corporation,  34n,  35,  35ii. 

product  of  Lake  Superior  region,  36.  ] 

of  United  States,  5,  36,  49. 

value  in  the  ground,  34n.  ' 

ranges.  Lake  Superior,  36.  l 

tons  available  by  U.  S,  Steel  Corporation,  35,  35n.  ' 

transportation  of,  38. 

control  by  U.  S.  Steel  Corporation,  38.  j 

cost,  39. 

steel  cars  for,  38. 
unloading  at  Conneaut,  0.,  40. 
Organization  of  U.  S.  Steel  Corporation,  1,  8,  27,  52,  57,  59,  76,  96,  97, 
115,  132.  138.  ; 

determined  by  J.  P.  Morgan  &  Ca,  31,  118. 
Ovens,  coke,  41,  49,  112. 

P. 

Parties,  who  formed  U.  S.  Steel  Corporation,  8. 
Patents,  powers  of  U.  S.  Steel  Corporation,  51,  133, 
Pennsylvania,  incorporation  law  of,  68  et  seq. 
Pennsylvania  Steel  Co.,  control  by  Pennsylvania  R.  R.,  47n. 
Personnel  of  management  U.  S.  Steel  Corporation,  69,  128. 
Pig  iron,  coke  required  to  make  one  ton  of,  41. 

competition  in  production,  43. 

control  by  U.  S.  Steel  Corporation,  42. 

product  of  Germany,  5. 
Great  Britain,  5. 

United  States,  and  U.  S.  Steel  Corporation,  6,  42,  49. 
Pipe  lines,  U.  S.  Steel  Corporation,  49. 
Pittsburg  Steamship  Co.,  formation  of,  25. 

Interests  transferred  to  U.  S.  Steel  Corporation,  2. 
Plants  controlled  by  U.  S.  Steel  Corporation,  finishing,  5. 


213  INDEX. 

[THE  REffERENCSS  ARE   TO   THE   PAGES.] 

location,  4,  109. 

number,  4,  109,  110. 
Policy  of  U.  S.  Steel  Corporation,  labor,  64. 

prices,  63. 

public  generally,  66. 

reports,  66  and  note. 
Potential  competition  with  U.  S.  Steel  Corporation,  48. 
Powers,  corporate  under  New  Jersey  laws,  68,  70,  72, 

directors',  U.  S.  Steel  Corporation,  54,  135,  140. 

National  Government  over  corporations,  87,  94,  102, 186. 
taxation,  102. 
trusts,  94,  186. 

shareholders',  U.  S.  Steel  Corporation,  52,  132,  138. 

special,  under  New  Jersey  laws,  70,  72. 

state  government,  over  corporations,  89. 

trust  of  U.  S.  Steel  Corporation,  52,  56,  57,  73,  75,  76,  85,  86,  96,  97, 
100,  133,  146. 

U.  S.  Steel  Corporation  (see  Charter,  By-laws),  51,  132. 
Preferred  stock,  Federal  Steel  Co.,  165. 

U.  S.  Steel  Corporation,  1,  31,  34,  108,  118,  125;  134. 
President,  Carnegie  Co.,  157,  159. 

Federal  Steel  Co.,  170. 

U.  S.  Steel  Corporation,  55,  145. 
Prices,  policy  of  U.  S.  Steel  Corporation,  63. 

requiring  uniformity  of,  by  corporations,  i04. 
Problems,  legal,  involved  in  connection  with  U.   S.    Steel  Corpora- 
tion, 98. 
Products  of  U.  S.  Steel  Corporation,  5,  35,  41,  49,  112. 

bars  and  hoops,  45. 

bridges  and  buildings,  5,  50,  112. 

coal,  5. 

coke,  5,  41,  49,  112. 

copperas,  5,  50. 

cotton  ties,  45. 

iron  (see  Pig  iron),  5,  42, 112. 

limestone,  5,  41. 

nails,  5,  46,  112. 

ore,  5,  35,  49,  112. 

pig  iron,  5.  42,  49,  112. 

steel,  5,  43-5,  49,  112-4. 

tin,  5,  45,  50,  112. 

tubes,  iron  and  steel,  5,  45,  47n,  50. 

wire,  5,  46,  50. 

fence,  5,  46,  50. 
nails,  5,  46,  50,  112. 
rods,  6,  46,  50,  112. 


INDEX.  213 

[THE  REFERENCES  ARE  TO  THE  PAGES.] 

Profits,  of  financing  U.  S.  Steel  Corporation,  32,  108. 

prospects  of  as  cause  for  forming  U.  S.  Steel  Corporation,  27. 
Property,  U.  S.  Steel  Corporation,  33,  49,  110. 

summary  of,  49,  110. 

value  of,  33,  110. 
Public,  the,  policy  of  U.  S.  Steel  Corporation  toward,  66. 
Publicity,  requiring  of  corporations,  66,  104. 

Q. 

Quorum,  Carnegie  Co.,  155. 
Federal  Steel  Co.,  168. 
U.  S.  Steel  Corporation,  53,  138. 

R. 

Railroads,  anthracite  coal,  control  by  J.  P.  Morgan,  5,  107. 
Carnegie,  Conneaut  to  Pittsburg,  25. 
"community  of  ownership,"  5,  107. 
controlled  by  Gould,  5,  107. 

Harriman,  5,  107. 

J.  J.  Hill,  6,  107. 

J.  P.  Morgan,  56,  107. 

Pennsylvania  Co.,  5,  107. 

Vanderbilt,  5,  107. 
mileage  of  United  States  1899,  3,  106. 
proposed  by  Carnegie,  Pittsburg  to  tide  water,  25. 

to  transport  ore,  25. 
recent  combinations  in,  7,  107. 
reorganizations  by  J.  P.  Morgan  &  Co.,  11. 
systems  of  United  States,  7,  8,  107. 
Ranges,  iron,  Lake  Superior  region,  36. 
Reading  R.  R.,  control  by  J.  P.  Morgan,  5,  107. 

Regulation  of  corporations,  by  national  and  state  governments,  87-104. 
national  taxation,  102. 
repeal  of  tariff,  103. 
requiring  publicity,  66,  104. 

uniform  prices,  104. 
trusts  (see  Remedies). 
Remedies  for  trusts,  anti-trust  acts,  national,  94,  186. 

state,  92,  189,  191. 
injunction,  83,  85,  93,  94. 
powers  of  National  Government,  87,  104. 

state  government,  89. 
punish  discrimination,  103. 
repeal  tariff,  103. 
require  publicity,  66,  104. 

uniform  prices,  104. 
taxation  by  national  government,  102. 


214                    INDEX.  ] 

[THE  REPERBNCES  ARE  TO  THE  PAGES.]  j 

Reports,  public  by  U.  S.  Steel  Corporation,  66,  and  note. 

Rockefeller,  J.  D.,  connection  with  U.  S.  Steel  Corporation,  8,  9,  124,  128.        \ 

director  of  U.  S.  Steel  Corporation,  8,  128.  ] 

interest  in  Lake  Superior  Consol.  Mines,  2,  124.  I 

railroad  combinations,  7.  i 

stock  in  Standard  Oil  Co.,  8.  ' 

Rod  mills  of  U.  S.  Steel  Corporation,  49,  112.  \ 

Rods,  wire,  product  of  United  States  and  U.  S.  Steel  Corporation,  5, 

50,  112.  ] 

Rogers,  H.  H.,  director  of  U.  S.  Steel  Corp.  and  Standard  Oil  Co.,  8.  j 

Rothschilds,  bankers,  and  J.  P.  Morgan  &  Co.,  8.  : 

i 

s.  i 

i 

Schwab,  C.  M.,  president  U.  S.  Steel  Corporation,  60,  128.  | 

purchase  of  Bethlehem  Steel  &  Iron  Co.,  4n,  47n.  | 

salary,  61.  ; 
sketch  of  life,  60. 
Schipp,  Jas.  H.,  and  railroad  combinations,  7. 

Seal,  Carnegie  Co.,  155.  i 

Federal  Steel  Co.,  168.  } 
U.  S.  Steel  Corporation,  148. 
Seamless  tubing,  control  by  U.  S.  Steel  Corporation,  4n,  47n. 

Secretary,  Carnegie  Co.,  157,  160.  I 

Federal  Steel  Co.,  171.  ] 

U.  S.  Steel  Corporation,  56,  60,  128,  138,  146.  j 
Shareholders  (see  By-laws,  Charter,  Stockholders),  52,  138,  155,  161,  168.        \ 

liability  under  various  laws,  71.  | 

powers  of  U.  S.  Steel  Corporation,  52,  135,  136,  138.  ] 

right  to  inspect  books,  53,  73,  136,  151,  161,  165,  166,  174.  j 

Shares  (see  Capital  Stock,  Shareholders,  Stock).  \ 

Sheet  mills  of  U.  S.  Steel  Corporation,  49, 112.  \ 
Shelby  Steel  Tube  Co.,  acquired  by  U.  S.  Steel  Corporation,  4n,  47n. 

Sherman  anti-trust  act,  94,  186.  \ 
"Soo"  Company  to  compete  with  U.  S.  Steel  Corporation,  48. 

"Soo"  Canal,  traffic  of,  39.  1 

Southern  R.  R.,  control  by  J.  P.  Morgan,  6,  107.  \ 

Special  powers,  under  New  Jersey  laws,  70,  72.  j 

Standard  Oil  Co.,  adv.  State  of  Ohio,  discussion  of,  76   81.  | 

alliance  with  U.  S.  Steel  Corporation,  8.  j 

capital  stock  of,  8.  j 

dividends,  8.  \ 
Standard  Oil  Trust,  agreement,  76,  177,  185. 

by-laws  of,  181.  | 
board  of  trustees  (see  Trustees),  180. 

certificates,  amount,  182.  \ 

loss  of,  182.  t 

prepared  by  trustees,  181-2.  i 


INDEX.  216 

[THE  REFERBNCBS  ARB  TO  THB  PAGES.] 

transferable,  180. 

transferred  for  shares  of  various  companies,  179. 
comparison  with  U.  S.  Steel  Corporation,  76. 
consideration  for  forming,  178. 

for  property  transferred  to  Standard  Oil  Companies,  179. 
for  shares  of  Standard  Oil  Companies,  179. 
corporations  to  be  formed  in  various  states,  178. 
capital  stock  of,  178. 
names,  178. 

powers,  deal  in  petroleum,  178. 
manufacture  petroleum,  178. 
mine  for  petroleum,  178. 
refine  petroleum,  178. 
other,  178. 
shares  to  be  issued,  amount,  178. 
to  trustees,  179, 
dividends,  182. 
duration,  183. 
Executive  committee,  183. 
legality  of,  76,  81,  84. 

meetings  (see  Trustees,  Trust  Certificate  Holders)  180,  181. 
members,  shareholders  of  various  companies  (see  Parties),  177-179. 
trust  certificate  holders,  180. 
meetings  of,  180. 
annual,  180. 
notice  of,  181. 
special,  181. 
powers,  elect  trustees,  180. 
make  by-laws,  181. 
sell  shares  held,  182. 
terminate  trust,  183-4. 
name  of  new  corporations,  178. 
trust,  181. 
trustees,  180. 
office,  183. 
officers  of,  180, 183. 
parties,  class    1    all  shareholders  of  various  corporations,  177. 

2  individuals  named,  177. 

3  part  of  shareholders  of  various  corporations,  177. 
powers  and  purposes,  of  corporations  to  be  formed   (see  Corpo- 
rations). 

of  trust  (see  Trustees), 
stock  of  various  corporations  to  be  transferred  to,  179. 
stockholders,  of  various  companies  to  transfer  shares  to,  179. 
transfer  of  property,  class    1    to  Standard  Oil  Companies,  178. 

2  to  Standard  Oil  Companies,  179. 

3  to  trustees.  179. 


216  INDEX 

r^HB  RBPBRENCES  ARB  TO  THE  PAGES.] 

transfer  of  shares,  consideration  for,  179. 

of  shares  of  Standard  Oil  Companies  to  trustees,  179. 
of  trust  certificates,  closing  hooks,  180. 
power  to,  180. 

surrender  and  cancellation,  182. 

to  shareholders  in  consideration  of  property  transferred  to 
Standard  Oil  Companies,  179-80. 
trustees,  board  of,  180. 
creation,  180. 
election,  180. 
names,  180. 
number,  180. 
meetings,  183. 

powers,  control  Standard  Oil  Companies,  18S. 
declare  dividends,  182. 
determine  when  Standard  Oil  Companies  are  to  be  formed, 

185. 
elect  Executive  committee,  183. 
fill  vacancies,  181. 
increase  trust  certificates,  183. 

issue  trust  certificates  for  Standard  Oil  Company  shares,  179. 
make  by-laws,  181. 
prepare  trust  certificates,  181. 
transfer  property  to  successors,  181. 
trusts  imposed  on,  180. 
quorum,  183. 
reports  by,  183. 
salary,  183. 
term  of  office,  180. 
vacancies,  181. 
reports  by  trustees,  183. 
supplemental  agreement,  185. 
States,  anti-trust  acts,  92. 

"doing  business  in,"  what  is,  89. 
power  over  domestic  corporations,  89. 
foreign  corporations,  89. 
State  V.  Standard  Oil  Co.,  discussion  of,  76,  81,  84. 
Steamships,  lake  vessels  of  U.  S.  Steel  Corporation,  5,  38,  49,  113. 
ocean  vessels,  Leyland  line,  6. 
used  in  ore  transportation,  38,  49,  113. 
Steel,  bars  and  hoops,  control  by  U.  S.  Steel  Corporation,  45,  49. 
billets,  control  by  U.  S.  Steel  Corporation,  43,  49. 
cotton  ties,  control  by  U.  S.  Steel  Corporation,  45,  49. 
ore  (see  Ore),  35,  49. 

plate,  control  by  U.  S.  Steel  Corporation,  44,  49. 
product  of  United  States  and  U.  S.  Steel  Corporation,  5,  49,  112,  114. 
rails,  control  by  U.  S.  Steel  Corporation,  43,  49. 


INDEX.                                                    217  ] 

tTHE  BETPBRENCES   ARE   TO  THE   PAGES.] 

sheets,  control  by  IT.  S.  Steel  Corporation,  45,  49.  i 

structural,  control  by  U.  S.  Steel  Corporation,  44,  49.  ' 

tubes  (see  Tubes),  45,  47n,  50.  \ 

works  of  U.  S.  Steel  Corporation,  5,  49,  112.  i 

Stetson,  F.  L.,  views  as  to  publicity  of  corporate  business,  66.  ■ 

Stillman,  James,  and  railroad  combinations,  7.  J 

Stock  (see  Capital  Stock,  Capitalization).  J 

exchange  shares  of  various  companies  for  shares  of  U.  S.  Steel  Cor-  ] 

poration,  2,  28,  30,  108,  116,  120,  122.  ^ 

ownership  of  shares  of  other  companies  by  U.  S.  Steel  Corp.,  86. 

power  of  constituent  companies  to  sell  shares,  85.  ,  ' 

power  of  U.  S.  Steel  corporation  to  purchase  shares,  85.  \ 

preferred,  Federal  Steel  Co.,  165.  ' 

U.  S.  Steel  Corporation,  1,  31,  34,  108,  118, 125,  134.  j 

U.    S.   Steel  Corporation,  power  to  purchase  and  retire  its  own  } 

shares,  73,  136.  | 

Stock  Exchange,  New  York,  shares  transferred  1896-1900,  22. 

Stockholders  (see  Shareholders),  52,  138,  155,  161,  168.  i 
annual  meeting  of  U.  S.  Steel  Corporation,  53,  138. 

powers  of  (see  Charter,  By-laws),  52,  135,  136,  138.  i 

quorum  of  U.  S.  Steel  Corporation,  53,  138.  i 

special  meetings  of  U.  S.  Steel  Corporation,  53,  138, 

Strike  of  Employees  of  U.  S.  Steel  Corporation,  64.  i 

Suez  Canal,  traffic  of,  40.  ' 

Summary,  financial  details  U.  S.  Steel  Corporation,  33,  108-110. 

industrial  details  U.  S.  Steel  Corporation,  49,  111-113. 
Syndicate,  formation  to  finance  U.  S.  Steel  Corporation,  28,  115. 

profits  of  financing  U.  S.  Steel  Corporation,  32,  108.  i 
Superior,  Wis.,  harbor  for  transporting  ore,  38. 


Tables,  authorities,  106,  114. 

capital  and  product  of  competitors  U.  S.  Steel  Corporation,  114. 

capital  stock  constituent  companies,  108. 

comparison  of  capitalization  of  U.  S.  Steel  Corporation  with  various 

things,  106. 
diagram  of  sources  of  powers  of  management,  96,  97. 
employees,  113. 
financial  details,  33,  108-110. 
industrial  details,  49,  111-113. 
net  earnings,  49,  110. 
plants,  number  and  location.  111,  112. 
products,  49,  112. 

railroad  systems  of  United  States,  107. 
sources  of  power,  U.  S.  Steel  Corporation,  96,  97. 
vessels,  113. 


218  INDEX. 

£thb:  references  are  to  the  paoes.1 

Tariff,  repeal  of,  to  regulate  trusts,.  lOS. 
Taxation,  of  corporations,  69. 

National,  of  state  corporations,  102. 
Tin  can  companies,  combination  of,  7. 
Tin  plate,  control  by  U.  S.  Steel  Corporation,  5,  45,  50. 
mills  of  U.  S.  Steel  Corporation,  49,  112. 
product  of  United  States  and  U.  S.  Steel  Corporation,  5,  50. 
Tonnage,  vessels  of  northern  lakes,  5,  49,  113. 

TJ.  S.  Steel  Corporation,  5,  49,  113. 
Trading  powers,  U.  S.  Steel  Corporation,  51,  132. 
Transportation  of  ore,  38  et  seq. 
cost  of,  39. 
steel  cars  for,  38. 
vessels,  5,  38,  113. 
Transportation  powers  of  U.  S.  Steel  Corporation,  51,  13fi. 
Treasurer,  Carnegie  Co.,  157,  160. 
Federal  Steel  Co.,  172. 
U.  S.  Steel  Corporation,  56,  60,  145. 
Trusts,  anti-trust  acts,  92,  94,  186,  189,  191. 
definitions  of,  .73, '92,  94,  186,  191. 
form,  74. 

powers  of  National  and  state  governments,  87. 
regulation  of  (see  Corporations), 
by  National  taxation,  102. 
repealing  tariff,  103. 
requiring  publicity,  104. 
uniform  prices,  104. 
remedies  suggested,  102. 
substance  of,  73. 

Standard  Oil  (see  Standard  Oil  Trust), 
agreement  forming,  76,  177,  185. 
legality  of,  81. 
U.  S.  Steel  Corporation  as,  52,  56,  57,  73,  75,  76,  85,  86,  96,  97,  100, 
133,  146. 
Tubes,  control  by  U.  S.  Steel  Corporation,  5,  45,  50. 

seamless,  control  by  TJ.  S.  Steel  Corporation,  4n,  47n. 
product  of  United  States,  5,  50. 
Two  Harbors,  Minn.,  ore  docks,  38. 

U. 

"Uniform  prices,"  requiring,  as  a  remedy  for  trusts,  102. 
Union  Steel  Co.,  to  compete  with  U.  S.  Steel  Corporation,  48n. 
United  States  (see  Congress,  National  Government),  87,  94,  186. 

anti-trust  acts,  94,  186. 
United  States  Steel  Corporation: 

acceptance  of  offer  of,  2. 120,  122, 124, 130. 


INDEX.  219 

[THE  REFERENCES  ARE  TO  THE  PAO^^.] 

acquisition  capital  stock  constituent  companies,  1,  30,  108,  116,  120, 
122,  124,  130. 

Bethlehem  Steel  and  Iron  Companies,  4n,  47n. 

Oliver  Iron  Mining  Co.,  2,  124. 

Pittsburg  Steamship  Co.,  2. 

Shelby  Steel  Tube  Co.,  4n,  47n- 
allied  interests,  5. 
Allis-Chalmers  Co.,  7. 
American  Shipbuilding  Co.,  8. 
American  Tin  Can  Co.,  6. 
anti-trust  acts,  92,  94,  186,  189,  191. 
blast  furnaces,  5,  42,  49,  112. 
bonds,  2,  25,  28-9,  110,  115,  118. 
business  powers,  51,  132. 
by-laws,  138. 

by-law  regulation  of  stock,  147. 
capital,  working,  136. 

capital  stock,  amount,  authorized,  2,  31,  34,  108,  118,  125,  134. 
begin  business  with,  2,  31,  134. 
common,  1,  31,  108,  118,  125,  134. 
comparisons  with  various  things,  2,  4, 106. 
exchanged  for  shares  of  other  companies,  2,  28,  30,  108,  116, 

120,  122,  124,  130. 
preferred,  1,  31,  108, 118,  125,  134. 
cash  required  in  organizing,  22,  32,  115. 
causes  that  led  to  its  formation,  20. 
charter  (see  Charter),  132. 
circulars  used  in  organizing,  115-131. 
Claflin  Dry  Goods  Co.,  7. 
comparison  with  Standard  Oil  Trust,  76. 
competitors  of,  35,  48,  49n,  114. 
composed  of  American  Bridge  Co.,  1,  124. 

American  Sheet  Steel  Co.,  1,  116,  120-2. 

American  Steel  Hoop  Co.,  1,  116,  120-2. 

American  Steel  and  Wire  Co.,  1,  116,  120-2. 

American  Tin  Plate  Co.,  1, 116,  120-2. 

Carnegie  Co.,  1,  115. 

Federal  Steel  Co.,  1, 116,  120-2. 

Lake  Superior  Consol.  Iron  Mines,  1,  124. 

National  Steel  Co.,  1,  116,  120-2. 

National  Tube  Co.,  1,  116,  120-2. 
control  of  Bethlehem  Steel  Co.,  4n,  47n. 

products,  35,  36,  47n,  49,  112. 

Shelby  Steel  Co.,  4n,  47n. 
description  of,  1. 
diagram,  showing  means  of  controlling  other  companies,  96,  97. 


1 

2g0                                                  INDEJX.  1 

[THE  RBFERKNCES  ARE  TO  THlfc   PAGES.]  t 

directors  (see  By-laws,  Charter,  Directors),  54,  135,  140. 

also  directors  of  American  Tin  Can  Co.,  7.  j 

Standard  Oil  Co.,  8.  ; 

dividends,  how  declared,  58,  147.  j 

paid,  33.  j 

earnings,  33,  110.  I 

exchange  of  shares  for  shares  of  other  companies,  1,  30,  108,  116,          i 

120,  122.  j 

conditions  imposed,  30,  117.  i 

Executive  committee,  54,  60,  128,  142.  i 

Finance  committee,  55,  60,  128, 142-3.  j 

financial  details,  33,  106-8.  ] 

summary  of,  33,  106-8.  -| 

financing  of,  10,  20,  28,  32,  115.  ^ 

finishing  plants,  5,  49.  '^ 

formation,  1,  8,  27,  28,  68,  115,  132.  I 

in  New  Jersey,  why,  68.  | 

parties  and  interests  represented,  8.  a 

formed,  why,  20.  | 

incorporation  in  New  Jersey,  why,  68.  1 

incorporators,  1,  135.  1 

industrial  details,  35,  49,  111-113.  | 

lands,  49.  I 

legality  of  (see  Legality),  56,  57,  68,  73,  87,  92,  94,  96,  186,  189,  191.              j 

location  of  plants,  4,  111.  . 
management  (see  Management),  51,  54,  96,  97, 135,  140. 

method  of  controlling  other  companies,  57-9.  j 

mines,  4,  49,  112.  j 

net  earnings,  33,  110.  j 

number  and  location  of  mines,  plants,  etc.,  4,  111,  112.  \ 
offer  to  purchase  shares  of  various  companies,  1,  28,  76, 115,  120,  124. 
oflices,  132-3. 

officers,  55,  59,  127,  135,  144.  ] 

ownership  of  shares  in  other  corporation,  86.  1 

Pennsylvania  Steel  Co.,  friendly  understanding  with,  47n.  i 

pipe  lines,  49.  ] 

plan  of  organization  determined  by  J.  P.  Morgan  &  Co.,  31, 118.  ! 

plants,  4,  49,  109,  110.  \ 

location,  4,  109.  ^ 

number,  4,  109,  110.  ] 

policy  of,  labor,  64.  I 

prices,  63.  a 

public  generally,  66.  ] 

powers  (see  By-laws,  Charter,  Management,  Powers),  54,  135,  140. 

acquire  and  hold  stock  of  other  companies,  51,  52,  56,  85,  133.                \ 

directors  (see  Directors),  54,  135,  140. 

purchase  its  own  stock,  73,  136. 


INDEX.  ttH                 ] 

prices,  63.  j 

products,  4,  38-49,  112.  ^ 

bars  and  hoops,  45.  ^ 

bridges  and  buildings,  5,  50, 112*  I 

coal,  5.  i 

coke,  5,  41,  49,  112.  ; 
copperas,  5,  50. 

cotton  ties,  45.  , 
fence,  wire,  5,  46,  50. 

iron,  5,  42,  112.  \ 

limestone,  5,  41.  ] 

nails,  wire,  5,  46,  112.  I 

ore,  5,  35,  49,  112.  • 

pig  iron,  5,  42,  49,  112.  ' 

steel,  5,  43-5,  49,  112,  114.  I 

tin  plate,  5,  45,  50,  112.  \ 

tubes,  5,  45,  47n,  50.  1 

wire,  5,  46,  50,  112.  \ 

profits,  from  formation,  27.  j 

of  promoters,  32,  108.  \ 

property  of,  33,  49,  110.  ] 

railroads,  5,  25,  38,  49.  \ 

Standard  Oil  Trust,  comparison  with,  76. 

Bteel  works,  5,  49,  112. 

stock,  amount,  1,  31,  34,  108,  118,  125,  134.                                                                 i 

water  in,  34.  \ 

stockholders'  powers  (see  By-laws,  Charter),  52,  135,  136,  138. 

transportation  of  ore,  control  of,  38  et  seq. 

"trust?"  52,  56,  57,  75,  76,  85,  86,  96,  97,  100,  133,  146.  I 

does  corporate  form  prevent?  74,  76.                                                                 ' 
powers  of,  52,  96,  97. 

diagram  showing,  96,  97. 

vessels  of,  5,  38,  113. 

water  in  stock,  34. 

working  capital,  148. 


Value  of  property  of  companies  forming  U.  S.  Steel  Corp.,  33,  110. 
Vanderbilt,  W.  K.,  and  railroad  combinations,  7,  107. 
Vermillion  range,  ore  product,  37. 
Vessels,  of  the  northern  lakes,  5. 

U.  S.  Steel  Corporation,  5,  38,  49,  113. 
capacity  of,  38,  49,  113. 
Voting  shares  held  in  other  corporations,  52,  56,  57,  146. 


2Z2  INDEX. 

[THB  REFERENCES  ARE  TO  THE  PAGES.] 

w. 

"Water"  in  stock  of  U.  S.  Steel  Corporation,  34. 
"Whaleback"  steamers  used  in  pre  transportation,  30. 
Wire,  barbed,  control  by  U.  S.  Steel  Corporation,  46,  50. 

fence,  product  of  United  States  and  U.  S.  St^el  Corp.,  5,  46,  50,  112. 

nails,  product  of  United  States  and  U.  S.  Steel  Corp.,  5,  46,  50,  112. 

rods,  product  of  United  States  and  U.  S.  Steel  Corp.,  5,  46,  50,  112. 
Working  capital,  U.  S.  Steel  Corporation,  148. 

Z. 

Zinc  mines,  reported  control  by  J.  P.  Morgan  &  Co.,  7. 


Big  Business 

Economic  Power  in  a  Free  Society 

An  Arno  Press  Collection 

Alsberg,  Carl  L.  Combination  in  the  American  Bread-Baking 
Industry:  With  Some  Observations  on  the  Mergers  of  1924-25.  1926 

Armes,  Ethel.  The  Story  of  Coal  and  Iron  in  Alabama.  1910 

Atkinson,  Edward.  The  Industrial  Progress  of  the  Nation: 

Consumption  Limited,  Production  Unlimited.  1889 

Baker,  John  Calhoun.  Directors  and  Their  Functions: 

A  Preliminary  Study.  1945 

Barron,  Clarence  W.  More  They  Told  Barron:  Conversations  and 
Revelations  of  an  American  Pepys  in  Wall  Street.  1931 

Bossard,  James  H.  S.  and  J.  Frederic  Dewhurst.  University 
Education  For  Business:  A  Study  of  Existing  Needs  and 
Practices.  1931 

Bridge,  James  H.,  editor.  The  Trust:  Its  Book.  Being  a  Presentation 
of  the  Several  Aspects  of  the  Latest  Form  of  Industrial  Evolution. 
1902 

Civic  Federation  of  Chicago.  Chicago  Conference  on  Trusts.  1900 

Clews,  Henry.  Fifty  Years  in  Wall  Street.  1908 

Coman,  Katharine.  The  Industrial  History  of  the  United  States. 

1910 

Crafts,  Wilbur  F.  Successful  Men  of  To-Day:  And  What  They  Say 
of  Success.  1883 

Davis,  John  P.  The  Union  Pacific  Railway:  A  Study  in  Railway 
Politics,  History,  and  Economics.  1894 

Economics  and  Social  Justice.  1973 

Edie,  Lionel  D.,  editor.  The  Stabilization  of  Business.  1923 

Edwards,  Richard,  editor.  New  York's  Great  Industries.  1884 

Ely,  Richard  T.  Monopolies  and  Trusts.  1912 

Ford,  Henry.  My  Life  and  Work.  1922 

Freedley,  Edwin  T.  A  Practical  Treatise  on  Business.  1853 

Hadley,  Arthur  Twining.  Standards  of  Public  Morality.  1907 

Hamilton,  Walton,  et  al.  Price  and  Price  Policies.  1938 

Haney,  Lewis  H.  Business  Organization  and  Combination.  1914 

Hill,  James  J.  Highways  of  Progress.  1910 

Jenks,  Jeremiah  Whipple  and  Walter  E.  Clark.  The  Trust 
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Keezer,  Dexter  Merriam  and  Stacy  May.  The  Public  Control 
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La  Follette,  Robert  Marion,  editor.  The  Making  of  America: 

Industry  and  Finance.  1905 

Lilienthal,  David  E.  Big  Business:  A  New  Era.  1952 

Lippincott,  Isaac.  A  History  of  IVIanufactures  in  the  Ohio  Valley 
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